Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(b), the Company will (i) promptly give to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggyback Registration Rights. With respect At any time following the Closing Date, whenever HOLDING proposes to register any HOLDING Stock for its own or others' account under the Piggyback ------------------------------- Registration Rights1933 Act for a public offering, the parties agree as follows: (a) Subject to Paragraph 3(b), the Company will other than (i) promptly any shelf registration 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 to each of the Holder STOCKHOLDERS written notice of any registration relating its intent to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 do so at least 15 days after prior to the date of filing of a registration statement with the Securities and Exchange Commission with respect to such registration. Upon the written notice from the Company. (b) The right request of any of the Holder to registration pursuant to the Registration Rights STOCKHOLDERS or its Permitted Transferees given within 15 days after receipt of such notice, HOLDING shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested cause to be included in such registration and all of the Underwritten Public Offering 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 HolderSTOCKHOLDER 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 by the denominator 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 of which is the total securities being offered that the number of the Registrable Securities which all selling stockholders of the Company have requested shares to be included in such registration and is greater than the Underwritten Public Offering. To facilitate number of such shares which can be offered without adversely affecting the allocation of shares in accordance with the above provisionsoffering, the Company HOLDING may round reduce pro rata the number of shares allocable offered for the accounts of such persons (based upon the number of shares held by each such person) to any a number deemed satisfactory by such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less provided, that, for each such offering made by HOLDING after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than seven days before HOLDING, the effective date STOCKHOLDERS and the stockholders of the Underwritten Public Offering. Any Other Founding Companies (collectively, the STOCKHOLDERS and the stockholders of the Registrable Securities excluded or withdrawn from other Founding Companies being referred to herein as the Underwritten Public Offering shall be withdrawn from such registration"Founding Stockholders"), and shall not thereafter, if a further reduction is required, by reducing on a pro rata basis the number of shares to be transferred in a public distribution prior to 60 days after sold by the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireFounding Stockholders.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject Whenever the Company proposes to Paragraph 3(bregister any Securities for its own or others’ account under the Securities Act (other than (i) a registration relating to employee benefit plans or a registration solely relating to shares to be sold under Rule 145 or a similar provision under the Securities Act; (ii) a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iii) a registration in which the only securities being registered are securities issuable upon conversion of debt securities which are also being registered), the Company will (i) promptly shall give to the Holder each holder of Series A Registrable Securities, Series B Registrable Securities, and Series C Registrable Securities prompt written notice of its intent to do so. Upon the written request of any registration relating such holder given within twenty (20) days after receipt of such notice, the Company will use commercially reasonable efforts to an Underwritten Public Offering, and (ii) include cause to be included in such registration (and related qualification under blue sky laws or other compliance) such all of the Holder's Registrable Securities as are specified in which such holder requests. The Company shall have the Holder's written request right to terminate or requests, mailed in accordance with withdraw any registration initiated by it under this Section 2(a) prior to the terms of this Agreement within 30 days after the date effectiveness of such written notice from the Companyregistration whether or not any holder has elected to include securities in such registration. (b) The right If the Company is advised in writing in good faith by any managing underwriter of the Holder to registration Securities being offered pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwritingany registration statement under this Section 2 that, and the inclusion because of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreementmarketing considerations, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities shares to be underwrittensold by Persons other than the Company is greater than the number of such shares which can be offered without adversely affecting the offering, the Company may reduce pro rata the number of shares offered for the accounts of such Persons (based upon the number of shares requested by each such Person to be included in the registration) to a number deemed satisfactory by such managing underwriter may limit some or all of the underwriter. Such pro rata reduction shall be applied first, to shares other than Registrable Securities that may Securities, which shares will not be included in the registration and the Underwritten Public Offering as follows: the number of the unless all Registrable Securities that may requested to be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fractionhave been included, the numerator of which is the number of second, pro rata among the Registrable Securities requested to be included in such the registration (other than the Series B Registrable Securities and the Underwritten Public Offering Series C Registrable Securities), third, pro rata among the Series B Registrable Securities, and fourth, pro rata among the Series C Registrable Securities. (c) In the event that the Company proposes to register or list any Securities for its own or others’ account on the Hong Kong H Share Market or AIM (a market operated by the HolderLondon Stock Exchange), and the denominator holders of which is the total number of the Registrable Securities which all selling stockholders of shall also have the right to require the Company have requested to be included register or list Registrable Securities for offer and sale on such market in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person a manner substantially similar to the nearest 100 shares. If manner set forth in Section 2(a)-(b) above and Section 6 below with respect to registrations under the Holder disapproves of Securities Act, with such changes as are reasonable to reflect the terms of any different procedures and regulations applicable to such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requiremarket.

Piggyback Registration Rights. With respect If at any time the Company shall determine to file with the Piggyback ------------------------------- Registration RightsSEC a registration statement relating to an offering for its own account or the account of others under the 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, the parties agree as follows: (a) Subject to Paragraph 3(bemployee benefit plans), the Company will (i) promptly give shall send each Purchaser who is entitled to the Holder registration rights under this Section 5, written notice of any registration relating to an Underwritten Public Offeringsuch determination and, and (ii) 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 (and related qualification under blue sky laws statement all or other compliance) such any part of the Holder's Registrable Securities as are specified such Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right account of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with Company the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require underwriter(s) thereof shall impose a limitation of on the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all shares of the Registrable Securities that Common Stock which may be included in the registration and statement because, in such underwriter(s) judgment marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder Company shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing obligated to include in such registration and statement only such limited portion of the Underwritten Public Offering times a fraction, Securities with respect to which such Purchaser has requested inclusion hereunder as the numerator underwriter shall permit. An exclusion of which is Securities shall be made pro rata among the Purchasers seeking to include Securities in proportion to the number of the Registrable Securities requested 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 which are not entitled to inclusion of such securities in 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 holders of securities entitled to 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, then each Purchaser whose Securities are included in such registration and the Underwritten Public Offering statement shall, unless otherwise agreed by the HolderCompany, offer and sell such Securities in an underwritten offering using the denominator same underwriter or under writers on the same terms and conditions that other shares of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be common stock included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offeringunderwritten offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering costs associated with this piggy back registration shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after paid by the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireCompany.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.5(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the 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 the Holder, which notice shall be held in strict confidence by the Holder 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 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 determination to the Holder (which the Holder will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as are specified the delay in including the Holder's written request shares of Common Stock to be sold for the Company’s account or requests, mailed in accordance with for the terms of this Agreement within 30 days after the date account of such written notice from the Companyother Persons who have or have been granted registration rights, as applicable. (b) The Holder shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the withdraw its request for inclusion of the its Registrable Securities in the underwriting shall be limited any Piggyback Underwritten Offering at any time prior to the extent provided hereinexecution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. The Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that the Holder not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided, however, that the Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from the Holder (unless subsequently revoked), the Company shall not, and shall not be required to, deliver any notice to the Holder pursuant to this Section 2.5 and the Holder shall no longer be entitled to participate in any Piggyback Underwritten Offering. (together with c) If the Company) enter into an underwriting agreement in customary form with Managing Underwriter of the managing underwriter selected for Piggyback Underwritten Offering shall inform the Underwritten Public Offering by the Company. Notwithstanding any other provision Company of this Agreement, if the managing underwriter determines its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and Piggyback Underwritten Offering, when added to the Underwritten Public Offering number of shares of Common Stock proposed to be offered by the HolderCompany or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights on parity with the Holder with respect to such offering), and would materially adversely affect such offering, then the denominator Company shall include in such Piggyback Underwritten Offering, to the extent of which is the total number of securities which the Registrable Securities which all selling stockholders Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Section 2.5 Maximum Number of Shares”), shares of Common Stock in the following priority: (i) First, (A) if the Piggyback Underwritten Offering is for the account of the Company, all shares of Common Stock that the Company proposes to include for its own account (the “Company Securities”) or, (B) if the Piggyback Underwritten Offering is for the account of any other Persons who have or have been granted registration rights, all shares of Common Stock that such Persons propose to include (the “Other Securities”); and (ii) Second, (A) if the Piggyback Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Section 2.5 Maximum Number of Shares, the shares of Common Stock requested to be included in such by the Holder and holders of any other shares of Common Stock requested to be included by Persons having rights of registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance on parity with the above provisionsHolder with respect to such offering, pro rata among the Company may round Holder and such other holders based on the number of shares allocable of Common Stock each requested to be included and, (B) if the Piggyback Underwritten Offering is for the account of any such person other Persons who have or have been granted registration rights, to the nearest 100 shares. If extent that the Holder disapproves number of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not Other Securities is less than seven days before the effective date Section 2.5 Maximum Number of Shares, the Underwritten Public Offering. Any shares of Common Stock requested to be included by the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireHolder.

Piggyback Registration Rights. With respect Holders shall have the right to register the Piggyback ------------------------------- Registration Rights, Registrable Securities under the parties agree as follows: (a) Subject to Paragraph 3(b), the Company will Act in connection with future underwritten public offerings of shares of GeoVax Common Stock. The term “Registrable Securities” means: (i) promptly give to the Holder written notice Shares issued in connection with this Subscription Agreement; (ii) the Warrant Shares underlying the Warrants issued in connection with this Subscription Agreement; and (iii) any other securities of GeoVax issued as (or issuable upon the conversion or exercise of any registration relating to an Underwritten Public Offeringwarrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such securities referenced in (i) and (ii) include immediately above, excluding in all cases, however, any Registrable Securities sold in any public offering pursuant to a registration or an exemption from registration. On the terms and subject to the conditions stated herein, each time GeoVax shall determine to file a registration statement under the Act in connection with the proposed offer and sale for money of any of its shares of Common Stock in an underwritten public distribution by it (other than (i) a registration statement relating solely to employee stock option or purchase plans, or (ii) a registration statement on Form S-4 relating solely to Rule 145 under the Act), GeoVax shall give written notice of its determination to Holders; provided, however, that GeoVax shall have no such obligation if the managing underwriter of the subject proposed offering objects in a writing addressed to GeoVax to the inclusion of any Registrable Securities in the subject registration statement or offering. Under Holders’ written request, which must have been received by GeoVax within 20 days after any such notice from GeoVax, GeoVax shall use its best efforts to cause all such Registrable Securities of which Holders have requested registration to be included in such registration (statement and related in any necessary registration, qualification or other filing under the applicable state securities or blue sky laws laws, all to the extent required to permit the sale or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder disposition to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion made of the Registrable Securities to be so registered. In the event that the aggregate number of Registrable Securities requested by the Holders to be registered in any underwritten public distribution (the underwriting “Piggyback Shares”) exceeds twenty percent (20%) of the aggregate number of shares of GeoVax Common Stock being registered in such underwritten public distribution, then the aggregate number of the Piggyback Shares to be registered and included in such public distribution shall be limited reduced pro rata among the Holders of the Piggyback Shares to twenty percent (20%) of the extent provided hereinaggregate number of shares being registered in such underwritten public distribution. The Holder All Holders proposing to distribute their Registrable Securities through an underwriting pursuant to this paragraph 12 shall (together with the CompanyGeoVax and any other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for the Underwritten Public Offering underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 sharesGeoVax. If the any Holder disapproves of the terms of any such underwriting, it he may elect to withdraw therefrom by written notice to the Company GeoVax and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering such underwriting shall not be withdrawn from such registrationregistration except at the election of the Holder. Holders shall cooperate with GeoVax, execute any documents, instrument and agreements, and take any further actions reasonably necessary to effect such registrations, qualifications or other filings, and the public offering in connection therewith shall be paid by GeoVax; provided, however, that Holders of the Piggyback Shares participating in any such registration shall bear their pro rata share of the underwriting fees, discounts and commissions. Holders shall not sell or otherwise transfer any shares of GeoVax Common Stock held by them which are not included in the underwritten public offering for a period commencing on the date of the commencement of the public offering, and ending on the earlier of the date of termination of the public offering or 90 days from the commencement of the public offering. Notwithstanding any contrary provision of this paragraph 12, GeoVax shall not be required to effect any registrations under the 1933 Act or under any state securities laws on behalf of any Holder or Holders if, in the opinion of counsel for GeoVax, the offering or transfer by such Holder or Holders in the manner proposed (including, without limitation, the number of shares proposed to be offered or transferred in a public distribution prior to 60 days after and the effective date method of offering or transfer) is exempt from the registration requirements of the Registration Statement relating thereto, or such other shorter period 1933 Act and the securities laws of time as the underwriters may requireapplicable states.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject Effective upon the purchase of Common Stock pursuant to Paragraph 3(b)this Agreement until the later of the consummation of a Public Offering and the fifth anniversary of the Commencement Date related to any of Purchaser's Stock, the Company will Purchaser (i) promptly give hereby agrees to be bound by all of the Holder written notice terms, conditions and obligations of any registration relating the Registration Rights Agreement dated as of February 13, 1997, among the Company (as successor by merger to an Underwritten Public Offering, KCLC Acquisition Corp.) and certain of the KKR Entities (as defined in Section 15) (the "Registration Rights Agreement") and (ii) include subject to the limitations set forth in such this Section 10, shall have the right under the Registration Rights Agreement to participate in offerings that would result in a Public Offering ratably with the KKR Entities (except that the Purchaser will not have demand registration (rights, but shall have the right to participate ratably with the KKR Entities parties thereto in any demand registration by the KKR Entities); provided, however, that the Purchaser shall not be bound by any amendments to the Registration Rights Agreement unless Purchaser consents thereto. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the Purchaser's rights and related qualification obligations under blue sky laws the Registration Rights Agreement shall be subject to the limitations and additional obligations set forth in this Section 10. All shares of Stock purchased by the Purchaser pursuant to this Agreement and held by the Purchaser, the Purchaser's Trust or other compliance) such the Purchaser's Estate, including shares purchased upon the exercise of the Holder's Options, shall be deemed to be Registrable Securities as are specified defined in the HolderRegistration Rights Agreement; provided, however, that after consummation of a Public Offering, Five-Year Stock shall no longer be Registrable Securities; and provided further, however, that Stock shall not be Registrable Securities, and the Purchaser's written request or requestsrights under this Section 10 shall be suspended, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from if the Company's right to repurchase the Stock under Section 6 has been triggered and such right has not expired. (b) The right Company will promptly notify the Purchaser in writing (a "Notice") of any proposed registration (a "Proposed Registration"). If within 15 days of the Holder receipt by the Purchaser of such Notice, the Company receives from the Purchaser, the Purchaser's Trust or the Purchaser's Estate a written request (a "Request") to register Registrable Securities held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Purchaser and the Company), the Company will use its best efforts to effect the registration of such Registrable Securities under the Act; provided, however, that for each such registration statement only one Request, which shall be executed by the Purchaser, the Purchaser's Trust or the Purchaser's Estate, as the case may be, may be submitted for all Registrable Securities held by the Purchaser, the Purchaser's Estate and the Purchaser's Trust. (c) The maximum number of Registrable Securities which will be registered pursuant to a Request will be the lowest of (i) the number of Registrable Securities then held by the Purchaser (which for purposes of this subparagraph (c) shall include shares held by the Purchaser's Estate or a Purchaser's Trust), including all Registrable Securities which the Purchaser is then entitled to acquire under an unexercised Option to the extent then exercisable or (ii) the maximum number of Registrable Securities which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Purchasers) as more fully described in subsection (d) of this Section 10 or (iii) the maximum number of shares which the Purchaser (pro rata based upon the aggregate number of shares of Common Stock the Purchaser and all Other Purchasers have requested be registered) and all Other Purchasers are permitted to register under the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, Agreement. (d) If a Proposed Registration involves an underwritten offering and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for advises the Underwritten Public Offering by the Company. Notwithstanding any other provision of this AgreementCompany in writing that, if the managing underwriter determines that marketing factors require a limitation of in its opinion, the number of the Registrable Securities shares of Common Stock requested to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and Proposed Registration exceeds the Underwritten number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the Common Stock offered in such Public Offering as follows: contemplated by the number of Company, then the Registrable Securities that may be included Company will include in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number Proposed Registration (i) first, 100% of the shares of the Registrable Securities of all selling stockholders of Common Stock the Company which the managing underwriter is willing proposes to include in such registration sell and the Underwritten Public Offering times a fraction(ii) second, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder"Holders" (as defined in the Registration Rights Agreement, including, without limitation, the Purchaser and Other Purchasers) which, in the denominator opinion of which is such managing underwriter, can be sold without having the total adverse effect referred to above, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of the Registrable Securities which all selling stockholders then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder's request will be reallocated among the remaining requesting Holders in like manner). (e) Upon delivering a Request the Purchaser, the Purchaser's Estate or Purchaser's Trust (or his or her or their authorized representative) will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company have requested with respect to the shares of Stock to be included registered pursuant to this Section 10 (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser, Purchaser's Estate or a Purchaser's Trust (or his or her or their authorized representative) will deliver to and deposit in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance custody with the above provisionscustodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser's, Purchaser's Estate's or Purchaser's Trust's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on its behalf with respect to the matters specified therein. (f) The Purchaser will execute such other agreements as the Company may round reasonably request to further evidence the number provision of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requirethis Section 10.

Piggyback Registration Rights. With respect The Company hereby agrees with the Holders that at any time after the Closing, if the Company shall determine to proceed with the Piggyback ------------------------------- Registration Rights, actual preparation and filing of a new registration statement under the parties agree as follows: Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than (a) Subject to Paragraph 3(ba registration statement on Form F-4, F-8 or other limited purpose form or (b) any registration under Section 4.01 of this Agreement), the Company will (i) promptly give to the Holder written notice of any registration relating its determination to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of all Holders. Upon the Holder's Registrable Securities as are specified in the Holder's written request or requestsfrom any Holders (the “Requesting Piggyback Holders”), mailed in accordance with the terms of this Agreement within 30 10 days after the date their receipt of any such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or Company will, except as herein provided, cause all of the Registrable Securities that may be included in Company Class A Ordinary Shares covered by such request (the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering “Requested Piggyback Shares”) held by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested Requesting Piggyback Holders to be included in such registration and statement, all to the Underwritten Public Offering extent requisite to permit the sale or other disposition by the Holderprospective 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 be included in the underwriting on the same terms and conditions as the denominator securities otherwise being sold through the underwriters. In such event, the Requesting Piggyback Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling shareholders. If in the good faith judgment of which is the total 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 Registrable Securities which all selling stockholders Company or interfere with the successful marketing of the Company have requested securities offered by the Company, the number of shares of Requested Piggyback Shares otherwise to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company underwritten public offering may round the be reduced pro rata (by number of shares allocable to any such person shares) among the Requesting Piggyback Holders and all other holders of registration rights with respect to the nearest 100 sharesCompany’s shares who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. If the Holder disapproves of the terms of any such underwriting, it may elect Registration pursuant to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and this Section 4.02 shall not be transferred 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 public distribution prior to 60 days Holder after the effective earlier of (a) five (5) years from the date of this Agreement, (b) the Registration Statement relating theretodate that such shares held by a Holder have been sold pursuant to Rule 144 or an effective registration statement, or and (c) such other shorter period of time as the underwriters may requiresuch shares held by a Holder are eligible for immediate resale pursuant to Rule 144.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSections 2.04(c) and 2.12, if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Company Common Stock for its own account (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder, 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 Company 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) (a “Piggyback Notice”); 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 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 three 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 (the “Piggyback Notice Response Period”) 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 the Piggyback Notice Response 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 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 2.04(a) and prior to the execution of an underwriting agreement with respect thereto, the Company shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Piggybacking Holders (which such Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by same period as the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included delay in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of including the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested Common Stock to be included in such registration and sold for the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireCompany’s account.

Piggyback Registration Rights. With respect Buyer shall have the right, for as long as any Shares are outstanding, to include all or any portion of the Piggyback ------------------------------- Registration Rightsshares of Common Stock underlying the Shares (collectively with any successor securities, the parties agree “Registrable Securities”) as follows: part of any other registration of securities filed by the Company (aother than in connection with a transaction contemplated by Rule 145(a) Subject promulgated under the Securities Act or pursuant to Paragraph 3(bForm S-8 or any equivalent form). In the event of such a proposed registration, the Company will shall furnish Buyer with not less than ten (i10) promptly give days’ written notice prior to the Holder written notice proposed date of any registration relating to an Underwritten Public Offering, and (ii) include in filing of such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written statement. Such notice from the Company. (b) The right of the Holder to Buyer shall continue to be given for each registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering statement filed by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or Company until such time as all of the Registrable Securities that have been sold by Buyer. The holders of the Registrable Securities shall exercise the piggy-back rights provided for herein by giving written notice, within five (5) days 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 and statement because, in such underwriter’s judgment, marketing or other factors make such limitation necessary to facilitate public distribution, then the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder Company shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing obligated to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number 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 be included inclusion of such securities in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of 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 which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom such holder’s request for inclusion of Registrable Securities in any piggy-back registration by giving written notice to the Company and of such request to withdraw prior to the managing underwriter, delivered not less than seven days before the effective date effectiveness of the Underwritten Public Offeringregistration statement. Any The Company (whether in its own determination or as the result of a 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 bear all fees and expenses attendant to 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 connection with the sale of the Registrable Securities excluded Securities, but the holders shall pay any and all underwriting commissions or withdrawn from brokerage fees related to the Underwritten Public Offering Registrable Securities. The Company shall be withdrawn from such registration, and shall not be transferred in a public distribution prior use its commercially reasonable efforts to 60 days after the cause any registration statement filed pursuant this Section 5.13 to remain effective date of the Registration Statement relating thereto, or such other shorter period of time for as the underwriters may requirelong as any Shares are outstanding.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (ai) Subject to Paragraph 3(bthe rights of parties to the Existing Registration Rights Agreement, in the event that the Company proposes to register any of its Securities or any other equity securities under the Securities Act in connection with an underwritten offering solely for cash (each, a “Piggyback Takedown”), 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 Piggyback Takedown. In the case of a Piggyback Takedown that is an Underwritten Shelf Takedown, such notice shall be sent not less than ten (10) Business Days prior to the expected 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, such notice shall be given not less than ten (10) Business Days prior to the expected date of 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 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 first two time periods references in this sub-paragraph shall be reduced to five (5) Business Days and the third time period shall be reduced to (2) days. Notwithstanding anything to the contrary contained in this Section 1(g), the Company will (i) promptly give to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred 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 a public distribution prior to 60 days after the effective date 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 the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireRegistrable Securities.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.04(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the 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 $5,000,000 of Registrable Securities calculated based on the Registrable Securities Amount, 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 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 determination to the Piggybacking Holders (which such Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as are specified the delay in including the Holder's written request shares of Common Stock to be sold for the Company’s account or requests, mailed in accordance with for the terms of this Agreement within 30 days after the date account of such written notice from the Companyother Persons who have or have been granted registration rights, as applicable. (b) The Each Holder shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the withdraw its request for inclusion of the its Registrable Securities in the underwriting shall be limited any Piggyback Underwritten Offering at any time prior to the extent provided herein. The Holder shall (together with the Company) enter into execution of an underwriting agreement in customary form with respect thereto by giving written notice to the managing underwriter selected for Company of its request to withdraw. (c) If the Managing Underwriter of the Piggyback Underwritten Public Offering by shall inform the Company. Notwithstanding any other provision Company of this Agreement, if the managing underwriter determines its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and Piggyback Underwritten Offering, when added to the Underwritten Public Offering number of shares of Common Stock proposed to be offered by the HolderCompany or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights on parity with the Piggybacking Holders with respect to such offering), and would materially adversely affect such offering, then the denominator Company shall include in such Piggyback Underwritten Offering, to the extent of which is the total number of securities which the Registrable Securities which all selling stockholders Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Section 2.04 Maximum Number of Shares”), shares of Common Stock in the following priority: (i) First, if the Piggyback Underwritten Offering is for the account of the Company, all shares of Common Stock that the Company proposes to include for its own account (the “Company Securities”) or, if the Piggyback Underwritten Offering is for the account of any other Persons who have or have been granted registration rights, all shares of Common Stock that such Persons propose to include (the “Other Securities”); and (ii) Second, if the Piggyback Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Section 2.04 Maximum Number of Shares, the shares of Common Stock requested to be included in such by the Piggybacking Holders; and holders of any other shares of Common Stock requested to be included by Persons having rights of registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance on parity with the above provisionsPiggybacking Holders with respect to such offering, pro rata among the Company may round Piggybacking Holders and such other holders based on the number of shares allocable of Common Stock each requested to be included and, if the Piggyback Underwritten Offering is for the account of any other Persons who have or have been granted registration rights, to the extent that the number of Other Securities is less than the Section 2.04 Maximum Number of Shares, the shares of Common Stock requested to be included by the Piggybacking Holders, pro rata among the Piggybacking Holders. (d) The Company or the other Persons who have or have been granted registration rights initiating such Piggyback Underwritten Offering (if so entitled pursuant to such registration rights), as applicable, shall select the underwriters in any Piggyback Underwritten Offering and shall determine the pricing of the shares of Common Stock offered pursuant to any such person to Piggyback Underwritten Offering, the nearest 100 shares. If applicable underwriting discounts and commissions and the Holder disapproves of the terms timing of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Piggyback Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.4(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Class A Common Stock for its own account or for the 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 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 determination to the Piggybacking Holders (which such Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as are specified the delay in including the Holder's written request shares of Class A Common Stock to be sold for the Company’s account or requests, mailed in accordance with for the terms of this Agreement within 30 days after the date account of such written notice from the Companyother Persons who have or have been granted registration rights, as applicable. (b) The Each Holder shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the withdraw its request for inclusion of the its Registrable Securities in the underwriting shall be limited any Piggyback Underwritten Offering at any time prior to the extent provided herein. The Holder shall (together with the Company) enter into execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in customary form with writing. Following receipt of an Opt-Out Notice from an Holder (unless subsequently revoked), the managing underwriter selected for Company shall not, and shall not be required to, deliver any notice to such Holder pursuant to this Section 2.4 and such Holder shall no longer be entitled to participate in any Piggyback Underwritten Offering. (c) If the Managing Underwriter of the Piggyback Underwritten Public Offering by shall inform the Company. Notwithstanding any other provision , of this Agreement, if the managing underwriter determines its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and Piggyback Underwritten Offering, when added to the Underwritten Public Offering number of shares of Class A Common Stock proposed to be offered by the HolderCompany or such other Persons who have or have been granted registration rights (and any other shares of Class A Common Stock requested to be included by any other Persons having registration rights on parity with the Piggybacking Holders with respect to such offering), and would materially adversely affect such offering, then the denominator Company shall include in such Piggyback Underwritten Offering, to the extent of which is the total number of securities which the Registrable Securities which all selling stockholders Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Section 2.4 Maximum Number of Shares”), shares of Class A Common Stock in the following priority: (i) First, if the Piggyback Underwritten Offering is for the account of the Company, all shares of Class A Common Stock that the Company proposes to include for its own account (the “Company Securities”) or, if the Piggyback Underwritten Offering is for the account of any other Persons who have or have been granted registration rights, all shares of Class A Common Stock that such Persons propose to include (the “Other Securities”); and (ii) Second, if the Piggyback Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Section 2.4 Maximum Number of Shares, the shares of Class A Common Stock requested to be included in such by the Piggybacking Holders and holders of any other shares of Class A Common Stock requested to be included by Persons having rights of registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance on parity with the above provisionsPiggybacking Holders with respect to such offering, pro rata among the Company may round Piggybacking Holders and such other holders based on the number of shares allocable of Class A Common Stock each requested to be included and, if the Piggyback Underwritten Offering is for the account of any other Persons who have or have been granted registration rights, to the extent that the number of Other Securities is less than the Section 2.4 Maximum Number of Shares, the shares of Class A Common Stock requested to be included by the Piggybacking Holders, pro rata among the Piggybacking Holders. (d) The Company or other Persons who have or have been granted registration rights, as applicable, shall select the underwriters in any Piggyback Underwritten Offering and shall determine the pricing of the shares of Class A Common Stock offered pursuant to any such person to Piggyback Underwritten Offering, the nearest 100 shares. If applicable underwriting discounts and commissions and the Holder disapproves of the terms timing of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Piggyback Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.4(c), if the Company at any time proposes to file an 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 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 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 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 rights, as applicable, shall determine for any reason not to proceed with or to delay such Company Underwritten Offering, the Company shall give written notice of such determination to the Piggyback Holders (which such Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Company Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as are specified the delay in including the Holder's written request shares of Company Common Stock to be sold for the Company’s account or requests, mailed in accordance with for the terms of this Agreement within 30 days after the date account of such written notice from the Companyother Persons who have or have been granted registration rights, as applicable. (b) The Each Selling Holder shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the withdraw its request for inclusion of the its Registrable Securities in the underwriting shall be limited any Company Underwritten Offering at any time prior to the extent provided herein. The launch of an offering; upon written notification to the Company and the underwriters (if any) of the Selling Holder’s intention to withdraw from such Piggyback Registration prior to the launch of an offering; further any Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the may elect not to be notified of any Company Underwritten Public Offering by delivering an Opt-Out Notice to the Company. Notwithstanding Company in writing requesting that such Holder not receive notice from the Company of any other provision proposed Company Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. (c) If the Managing Underwriter of this Agreement, if the managing underwriter determines Company Underwritten Offering shall inform the Company of its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and Company Underwritten Offering, when added to the Underwritten Public Offering number of shares of Company Common Stock proposed to be offered by the HolderCompany or such other Persons who have or have been granted registration rights (and any other shares of Company Common Stock requested to be included by any other Persons having registration rights on parity with the Piggyback Holders with respect to such offering), and would materially adversely affect such offering, then the denominator Company shall include in such Company Underwritten Offering, to the extent of which is the total number of securities which the Registrable Securities which Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Maximum Number of Shares”), shares of Company Common Stock in the following priority: (i) First, all selling stockholders shares of Company Common Stock that the Company proposes to include for its own account (the “Company Securities”); (ii) Second, if the Company Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Maximum Number of Shares, or if the Company Underwritten Offering is for the account of any other Persons who have or have been granted registration rights, the shares of Company Common Stock requested to be included in such by the February 2021 Holders, if any, pro rata among the February 2021 Holders; (iii) Third, if the Company Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Maximum Number of Shares, or if the Company Underwritten Offering is for the account of any other Persons who have or have been granted registration rights, the shares of Company Common Stock requested to be included by the Piggyback Holders, the August 2021 Holders and the Underwritten Public Offering. To facilitate the allocation holders of any other shares in accordance of Company Common Stock requested to be included by Persons having rights of registration on parity with the above provisionsPiggyback Holders with respect to such offering, pro rata among the Company may round Piggyback Holders and such other holders based on the number of shares allocable of Company Common Stock each requested to be included; and (iv) Fourth, other securities requested to be included, if any, pro rata among the holders of such other securities. (d) The Company shall select the underwriters in any Company Underwritten Offering and shall determine the pricing of the shares of Company Common Stock offered pursuant to any such person to Company Underwritten Offering, the nearest 100 shares. If applicable underwriting discounts and commissions and the Holder disapproves of the terms timing of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject If at any time the REIT has determined to Paragraph register any of its securities for its own account or for the account of other security holders of the REIT on any registration statement (other than on Form S-3 relating to any dividend reinvestment or similar plan or Forms S-4 or S-8) that permits the inclusion of the Registrable Shares, the REIT shall give the Holders written notice thereof promptly (but in no event less than 20 days prior to the anticipated filing date) and, subject to Section 3(b), shall include in such Piggyback Registration Statement all Registrable Shares requested to be included therein pursuant to the Company will written request (a “Piggyback Request”) of one or more Holders (the “Piggyback Holders”) received within 10 days after delivery of the REIT’s notice. (i) promptly give If a Piggyback Registration Statement is filed in connection with a primary underwritten offering on behalf of the REIT, and the managing underwriters advise the REIT that, in the reasonable opinion of the managing underwriters, the number of shares of Class A Common Stock proposed to be included in such Piggyback Registration Statement exceeds the Holder written notice Maximum Number of any registration relating Shares, the REIT shall include in such Piggyback Registration Statement, unless otherwise agreed by the REIT and the Majority Selling Holders, (i) first, the number of shares of Class A Common Stock that the REIT proposes to an Underwritten Public Offeringsell, and (ii) second, the Registrable Shares of Piggyback Holders (such number of shares shall be allocated among such Piggyback Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Piccyback Holder). (ii) If a Piggyback Registration Statement is filed in connection with an underwritten offering on behalf of a holder of shares of Class A Common Stock other than under this Agreement, and the managing underwriters advise the REIT that, in the reasonable opinion of the managing underwriters, the number of shares of Class A Common Stock proposed to be sold pursuant to such Piggyback Registration Statement exceeds the Maximum Number of Shares, then the REIT shall include in such registration Piggyback Registration Statement, unless otherwise agreed by the REIT and such holder(s) (and related qualification under blue sky laws or other compliance) such including, if applicable, a majority of the Piggyback Holders), (i) first, the number of shares of Class A Common Stock requested to be included therein by the holder(s) requesting such registration, (ii) second, the Registrable Shares of Piggyback Holders (such number of shares shall be allocated among such Piggyback Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Piggyback Holder's Registrable Securities as are specified in , if necessary), (iii) third, the Holder's written request or requestsnumber of shares of Class A Common Stock requested to be included therein by any other holders, mailed in accordance with and (iv) fourth, the terms number of this Agreement within 30 days after shares of Class A Common Stock that the date of such written notice from the CompanyREIT proposes to sell. (bc) The If any Piggyback Registration Statement is filed in connection with a primary or secondary underwritten offering, the REIT shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation select, in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwrittenits sole discretion, the managing underwriter may limit some or all underwriters to administer any such offering. (d) The REIT shall not grant to any Person the right to request the REIT to register any Class A Common Stock on a Piggyback Registration Statement unless such rights are consistent with the provisions of this Section 3. (e) If at any time after giving a Piggyback Notice and prior to the effective date of the Registrable Securities that may be included registration statement filed in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in connection with such registration and the Underwritten Public Offering times a fraction, REIT shall determine for any reason not to register the numerator of which is the number of the Registrable Securities requested securities originally intended to be included in such registration statement, the REIT may, at its election, give written notice of such determination to the Piggyback Holders and thereupon the Underwritten Public Offering by REIT shall be relieved of its obligation to register such Registrable Shares in connection with the Holder, and the denominator registration of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested securities originally intended to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requirestatement.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject If at any time the REIT has determined to Paragraph 3(b), register any of its securities for its own account or for the Company will (i) promptly give to account of other security holders of the Holder written notice of REIT on any registration statement (other than on Form S-3 relating to an Underwritten Public Offering, and (iiany dividend reinvestment or similar plan or Forms S-4 or S-8) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and that permits the inclusion of the Registrable Securities Securities, the REIT shall give the Holders written notice thereof promptly (but in the underwriting shall be limited no event less than 20 days prior to the extent provided herein. The Holder anticipated filing date) and, subject to 3(b), shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Piggyback Registration Statement all Registrable Securities requested to be included therein pursuant to the written request (a “Piggyback Request”) of one or more Holders (the “Piggyback Holders”) received within 10 days after delivery of the REIT’s notice. (b) If a Piggyback Registration Statement is filed in such registration and connection with a primary underwritten offering on behalf of the Underwritten Public Offering by the HolderREIT, and the denominator managing underwriters advise the REIT that, in the reasonable opinion of which is the total managing underwriters, the number of shares of Common Stock proposed to be included in such Piggyback Registration Statement exceeds the Maximum Number of Shares, the REIT shall include in such Piggyback Registration Statement, unless otherwise agreed by the REIT and the Majority Selling Holders, (i) first, the number of shares of Common Stock (or other common shares of the REIT) that the REIT proposes to sell, and (ii) second, the Registrable Securities which all selling stockholders of Piggyback Holders (such number of shares shall be allocated among such Piggyback Holders on a pro rata basis according to the number of Registrable Securities requested to be included by each such Piggyback Holder). (c) If a Piggyback Registration Statement is filed in connection with an underwritten offering on behalf of a holder of shares of Common Stock other than under this Agreement, and the managing underwriters advise the REIT that, in the reasonable opinion of the Company managing underwriters, the number of shares of Common Stock proposed to be sold pursuant to such Piggyback Registration Statement exceeds the Maximum Number of Shares, then the REIT shall include in such Piggyback Registration Statement, unless otherwise agreed by the REIT and such holder(s) (including, if applicable, a majority of the Piggyback Holders), (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration, (ii) second, the Registrable Securities of Piggyback Holders (such number of shares shall be allocated among such Piggyback Holders on a pro rata basis according to the number of Registrable Securities requested to be included by each such Piggyback Holder, if necessary), (iii) third, the number of shares of Common Stock requested to be included therein by any other holders, and (iv) fourth, the number of shares of Common Stock that the REIT proposes to sell. (d) If any Piggyback Registration Statement is filed in connection with a primary or secondary underwritten offering, the REIT shall have requested the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. (e) The REIT shall not grant to any Person the right to request the REIT to register any Common Stock on a Piggyback Registration Statement unless such rights are consistent with the provisions of this Section 3. (f) If at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration the REIT shall determine for any reason not to register the securities originally intended to be included in such registration statement, the REIT may, at its election, give written notice of such determination to the Piggyback Holders and thereupon the Underwritten Public Offering. To facilitate the allocation REIT shall be relieved of shares its obligation to register such Registrable Securities in accordance connection with the above provisions, the Company may round the number registration of shares allocable securities originally intended to any be included in such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireregistration statement.

Piggyback Registration Rights. With respect The Purchaser hereby agrees with the Holders that at any time after the Closing, if the Purchaser shall determine to proceed with the Piggyback ------------------------------- Registration Rights, actual preparation and filing of a new registration statement under the parties agree as follows: Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than (a) Subject to Paragraph 3(ba registration statement on Form F-4, F-8 or other limited purpose form or (b) any registration under Section 4.01 of this Agreement), the Company Purchaser will (i) promptly give to the Holder written notice of any registration relating its determination to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of all Holders. Upon the Holder's Registrable Securities as are specified in the Holder's written request or requestsfrom any Holders (the “Requesting Piggyback Holders”), mailed in accordance with the terms of this Agreement within 30 10 days after the date their receipt of any such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwrittenPurchaser, the managing underwriter may limit some or Purchaser will, except as herein provided, cause all of the Registrable Securities that may be included in Purchaser Ordinary Shares covered by such request (the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering “Requested Piggyback Shares”) held by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested Requesting Piggyback Holders to be included in such registration and statement, all to the Underwritten Public Offering extent requisite to permit the sale or other disposition by the Holderprospective 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 be included in the underwriting on the same terms and conditions as the denominator securities otherwise being sold through the underwriters. In such event, the Requesting Piggyback Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling shareholders. If in the good faith judgment of which is the total 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 Registrable Securities which all selling stockholders Purchaser or interfere with the successful marketing of the Company have requested securities offered by the Purchaser, the number of shares of Requested Piggyback Shares otherwise to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company underwritten public offering may round the be reduced pro rata (by number of shares allocable to any such person shares) among the Requesting Piggyback Holders and all other holders of registration rights with respect to the nearest 100 sharesPurchaser’s shares who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. If the Holder disapproves of the terms of any such underwriting, it may elect Registration pursuant to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and this Section 4.02 shall not be transferred 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 public distribution prior to 60 days Holder after the effective earlier of (a) three (3) years from the date of this Agreement, (b) the Registration Statement relating theretodate that such shares held by a Holder have been sold pursuant to Rule 144 or an effective registration statement, or and (c) such other shorter period of time as the underwriters may requiresuch shares held by a Holder are eligible for immediate resale pursuant to Rule 144.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject At any time following the Effective Date, if the Company proposes to Paragraph 3(bregister (whether proposed to be offered for sale by the Company or by any other Person) any shares of capital stock (collectively, the “Other Securities”) under the Securities Act on a form and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act, each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with this Section 2.02. The Company will give prompt written notice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an underwritten offering, and if so, the identity of the managing underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting). Upon the written request of any Holder delivered to the Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Holders of such Registrable Securities; provided, however, that: (i) promptly give if such registration involves an underwritten offering, all Holders requesting that their Registrable Securities be included in such registration must sell their Registrable Securities to the Holder underwriters selected by the Company (and/or such other Person offering the Other Securities) on the same terms and conditions as the terms and conditions that apply to the Company (and/or such other Person(s) offering the Other Securities); and (ii) if, at any time after giving such written notice of its intention to register any registration relating to an Underwritten Public Offeringof such Registrable Securities for sale, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such prior to the effective date of the Holder's Registration Statement filed in connection with such registration, the Company shall determine for any reason to withdraw such Registration Statement, the Company may, at its election, give written notice of such determination to each Holder that has requested to register Registrable Securities as are specified and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that all Registration Expenses of such withdrawn registration shall be borne by the Holder's written request or requests, mailed Company in accordance with the terms of this Agreement within 30 days after the date of such written notice from the CompanySection 2.03 hereof. (b) The right of the Holder In connection with any Public Offering with respect to which Holders shall have requested registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this AgreementSection 2.02, if the managing underwriter determines that marketing factors require a limitation of shall advise the Company that, in its view, the number of securities (including the Registrable Securities to be underwrittenSecurities) that the Company, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration Holders and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing any other Person intend to include in such registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold (the “Piggyback Registration Maximum Offering Size”), the Company will include in such registration, in the following priority, up to the Piggyback Registration Maximum Offering Size: (i) first, all the Other Securities that the Company proposes to include in such registration; (ii) second, the Underlying Common Shares, the Backstop Shares and the Underwritten Public Offering times a fractionUtilization Fee Shares requested to be registered pursuant to this Section 2.02; if the Underlying Common Shares, the numerator of which is Backstop Shares and the Utilization Fee Shares, together with all the Other Securities that the Company proposes to include in such registration, exceed the Piggyback Registration Maximum Offering Size, then the Underlying Common Shares, the Backstop Shares and the Utilization Fee Shares to be included in such registration shall be allocated pro rata among the Investors based on the number of Underlying Common Shares, the Registrable Securities Backstop Shares and the Utilization Fee Shares requested to be included in such registration by each Investor; (iii) third, (A) the other Registrable Securities requested to be registered pursuant to this Section 2.02 and (B) the Other Securities requested to be registered by the Pre-IPO Holders; if the number of such other Registrable Securities and the Underwritten Public Other Securities of the Pre-IPO Holders requested to be included exceeds the Piggyback Registration Maximum Offering by the HolderSize, then such other Registrable Securities and the denominator Other Securities of which is the total Pre-IPO Holders to be included in such registration shall be allocated pro rata among the persons requesting registration based on the number of the Registrable Securities which all selling stockholders of the Company have securities duly requested to be included in such registration by each such person; and (ii) fourth, all Other Securities requested by any other Person to be included in such registration (pursuant to contractual registration rights or otherwise). (c) 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 securities, all upon the terms and conditions set forth herein. (d) Notwithstanding anything in this Article II to the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisionscontrary, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior required to 60 days after the effective date of the Registration Statement relating theretogive notice of, or such effect any registration of Registrable Securities under this Article II incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other shorter period of time as the underwriters may requireemployee benefit or compensation plans.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration RightsIf, the parties agree as follows: (a) Subject to Paragraph 3(b)at any time, the Company will proposes to file a registration statement under the Securities Act, other than a registration relating solely to employee benefit plans or Rule 145 transactions, with respect to an underwritten offering for its own account of any class of securities of the Company (i) promptly a “Registration Statement”), then each such time, the Company shall give to the Holder written notice of any registration relating such intention to an Underwritten Public Offering, file a Registration Statement (a “Piggyback Notice”) to each Purchaser at least five (5) days before the anticipated filing date. The Piggyback Notice shall describe the number of shares to be registered and (ii) include in the intended method of distribution and offer each Purchaser the opportunity to register pursuant to such registration (and related qualification Registration Statement such shares purchased under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement and held by such Purchaser (the “Registrable Shares”) as such Purchaser may request in writing to the Company within 30 five (5) days after the date of such written notice from Investor first received the Company. Piggyback Notice (b) a “Piggyback Registration”). The right of the Holder Piggyback Registration rights shall be subject ratably to registration pursuant potential underwriter’s limitations set forth herein. The Company shall take all reasonable steps to include in the Registration Rights Statement the Registrable Shares which the Company has been so requested to register by such Purchaser. The Company shall be conditioned upon entitled to suspend or withdraw a Registration Statement prior to its becoming effective. If the Holder's participation managing underwriter with respect to such an offering advises the Company in such underwriting, and writing that the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding all or any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number portion of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company Shares which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities Purchaser has requested to be included in such registration and the Underwritten Public Offering by Registration Statement would materially jeopardize the Holdersuccess of the offering, and then the denominator of which is Company shall be required to include in the total underwriting only that number of Registrable Shares which the Registrable Securities which all selling stockholders of underwriter advises the Company have requested to in writing may be included in such registration and sold without materially jeopardizing the Underwritten Public Offering. To facilitate the allocation of shares in accordance offering which cutback shall be pro rata with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 sharesother Purchasers. If the Holder such Purchaser disapproves of the terms of any such underwriting, it underwriting such Purchaser may elect to withdraw therefrom 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 any lock-up agreements reasonably requested by a managing underwriter, delivered underwriter so long as the Company shares held by the Company’s largest shareholder are also subject to a similar lock-up agreement. The Company shall not less than seven days before the effective date grant registration rights to any other holder or prospective holder of its securities in connection with a private placement of the Underwritten Public Offering. Any Company’s securities unless, (i) all shares held by Purchaser by operation of this Agreement are, at the Registrable Securities excluded time of such private placement, included on a Registration Statement, or withdrawn from (ii) the Underwritten Public Offering shall be withdrawn from Company agrees, in connection with such registrationprivate placement, and shall not be transferred in a public distribution prior to 60 days after grant such Purchaser the effective date of right to include on the Registration Statement relating thereto, a collective total number of such Purchaser’s Registrable Shares equal to one half of the number of shares to be registered on behalf of the other holder or such other shorter period of time as the underwriters may requireprospective holder.

Piggyback Registration Rights. With respect (i) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the 1933 Act (other than a registration (i) pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement in existence as of the date hereof) or (ii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company (other than Buyer pursuant to this Agreement and Grand Decade Developments Limited, but only to the extent such registration is effectuated pursuant to the registration rights agreement dated as of the date hereof between Grand Decade Developments Limited and the Company) (a “Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bRegistration”), the Company will shall give prompt written notice (i) promptly give in any event at least 15 days prior to the Holder written notice filing of any registration relating a Registration Statement) to an Underwritten Public OfferingBuyer of its intention to effect such a registration, and (ii) such notice shall offer Buyer the opportunity to be included in such registration by notifying the Company in writing within 10 days. Subject to the provisions of this Section 2(e), the Company shall include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's all Registrable Securities as are specified requested by Buyer to be included therein. If any Piggyback Registration pursuant to which Buyer has registered the offer and sale of Registrable Securities is conducted using a Shelf Registration Statement (a “Piggyback Shelf Registration Statement”), Buyer shall have the right, but not the obligation, to be notified of and to participate in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of any offering under such written notice from the CompanyPiggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). (bii) The right of the Holder If any Piggyback Registration or Piggyback Shelf Takedown involves an underwritten offering, Buyer has elected to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation include Registrable Securities in such underwritingPiggyback Registration or Piggyback Shelf Takedown, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for of such offering advises the Underwritten Public Offering by the Company. Notwithstanding any other provision of this AgreementCompany and Buyer in writing that, if the managing underwriter determines that marketing factors require a limitation of in its reasonable and good faith opinion, the number of the Registrable Securities shares of Common Stock proposed to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the such registration and the Underwritten Public Offering as follows: or takedown exceeds the number of shares of Common Stock that can be sold in such offering and/or that the Registrable Securities that may number of shares of Common Stock proposed to be included in any such registration or takedown would materially and adversely affect the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the price for such shares of the Registrable Securities of all selling stockholders of Common Stock, the Company which the managing underwriter is willing to shall include in such registration and the Underwritten Public Offering times a fractionor takedown: (i) first, the numerator of which is the number of the Registrable Securities requested to be included in such registration and therein by Buyer; (ii) second, the Underwritten Public Offering by the Holder, and the denominator shares of which is the total number of the Registrable Securities which all selling stockholders of Common Stock that the Company have proposes to sell; and (iii) third, the shares of Common Stock requested to be included therein by other stockholders of the Company, if any, allocated among such stockholders in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company manner as they may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it agree. (iii) Buyer may elect to withdraw therefrom its request for inclusion of Registrable Securities in any Piggyback Registration or Piggyback Shelf Takedown by giving written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution request to withdraw prior to 60 days after the effective date effectiveness of the Registration Statement relating theretoor the pricing of an underwritten offering, or such other shorter period of time as the underwriters may requireapplicable.

Piggyback Registration Rights. With respect The Company covenants and agrees with the Representative and any other or subsequent Warrant Holder(s) that if, at any time within the period commencing on the first anniversary of the 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 Piggyback ------------------------------- Registration Rights, Act in a primary registration on behalf of the parties agree as follows: (a) Subject Company or in a secondary registration on behalf of holders of such securities and the registration form to Paragraph 3(b)be used may be used for registration of the Shares or other securities for which the Warrants become exercisable, the Company will (i) promptly give to the Holder prompt written notice of any registration relating to an Underwritten Public Offering(which, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms case of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to a registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation exercise of demand registration rights other than those provided in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the CompanySection 12(a) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if shall be within 10 business days after the managing underwriter determines that marketing factors require a limitation 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 number of right provided in Section 12(a)) at the Registrable Securities to be underwritten, addresses appearing on the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders records of the Company which the managing underwriter is willing 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 Underwritten Public Offering times exception of the Shares or other securities for which the Warrants become exercisable, such registration is not a fractionsecondary registration on behalf of the holders of outstanding securities of the Company, the numerator of Company shall not be required to include the Shares or other securities for which is the number of the Registrable Securities requested to be included Warrants become exercisable in such registration and to the Underwritten Public Offering extent the managing 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 registration statement filed by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to on Forms S-4 or S-8 or any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requiresuccessor forms.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) If the Company proposes to seek Qualification of an Offer Document in respect of any authorized but unissued Subject to Paragraph 3(b)Securities for purposes of a Public Offering of such Subject Securities, the Company will (i) promptly give to the Holder shall deliver written notice to each Stockholder of any registration relating to an Underwritten such proposal at least fifteen (15) Business Days before the commencement of preparations for such Public Offering. Such notice shall specify at a minimum the number of Subject Securities proposed to be included in the Offer Document, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the proposed filing date of the Holder's Registrable Offer Document, the proposed method of distribution of the Subject Securities as are specified in and the Holder's written request or requestsproposed Underwriters, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Companyif any. (b) The right Each Stockholder shall be entitled to submit a written request within fifteen (15) days after receipt of such notice that all or a portion of the Holder to registration pursuant to the Registration Rights Subject Securities held by it shall be conditioned upon included in the Holder's participation in such underwritingOffer Document, and the Company shall permit, or cause the Underwriters, if any, to permit, the inclusion in the Offer Document the Subject Securities referred to in such request; provided that any offer and sale of such Subject Securities shall be on the same terms and conditions as the Subject Securities offered and sold by the Company; provided, further, that the number of Subject Securities to be included in the Offer Document for any underwritten Public Offering shall not exceed the Maximum Number. If the number of Subject Securities to be offered and sold in an underwritten Public Offering pursuant to Section 11.2(a) exceeds the Maximum Number, the aggregate number of Subject Securities to be offered and sold shall be reduced to the Maximum Number and the Company shall include in the Offer Document up to the Maximum Number (i) first, all of the Registrable Subject Securities in that the underwriting shall be limited Company proposes to offer and sell for its own account; and (ii) second, to the extent provided herein. The Holder shall that the number of Subject Securities to be included in the Offer Document pursuant to (together with i) is less than the Company) enter into an underwriting agreement Maximum Number, any Subject Securities requested by any requesting Stockholders to be included in customary form with the managing underwriter selected for Offer Document, allocated among them pro rata on the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation basis of the number of the Registrable Subject Securities then held by them. A Stockholder who has submitted a request to be underwritten, the managing underwriter may limit some or all of the Registrable have Subject Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder Offer Document pursuant to this Section 11.2(b) shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect entitled to withdraw therefrom this request by giving written notice to the Company and of its election to do so at least five (5) Business Days prior to the managing underwriter, delivered not less than seven days before the effective proposed date of the Underwritten Public Offering. Any Qualification of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireOffer Document.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.4(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Class A Common Stock for its own account or for the 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 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 determination to the Piggybacking Holders (which such Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as are specified the delay in including the Holder's written request shares of Class A Common Stock to be sold for the Company’s account or requests, mailed in accordance with for the terms of this Agreement within 30 days after the date account of such written notice from the Companyother Persons who have or have been granted registration rights, as applicable. (b) The Each Holder shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the withdraw its request for inclusion of the its Registrable Securities in the underwriting shall be limited any Piggyback Underwritten Offering at any time prior to the extent provided herein. The Holder shall (together with the Company) enter into execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in customary form with writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the managing underwriter selected for Company shall not, and shall not be required to, deliver any notice to such Holder pursuant to this Section 2.4 and such Holder shall no longer be entitled to participate in any Piggyback Underwritten Offering. (c) If the Managing Underwriter of the Piggyback Underwritten Public Offering by shall inform the Company. Notwithstanding any other provision , of this Agreement, if the managing underwriter determines its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and Piggyback Underwritten Offering, when added to the Underwritten Public Offering number of shares of Class A Common Stock proposed to be offered by the HolderCompany or such other Persons who have or have been granted registration rights (and any other shares of Class A Common Stock requested to be included by any other Persons having registration rights on parity with the Piggybacking Holders with respect to such offering), and would materially adversely affect such offering, then the denominator Company shall include in such Piggyback Underwritten Offering, to the extent of which is the total number of securities which the Registrable Securities which all selling stockholders Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Section 2.4 Maximum Number of Shares”), shares of Class A Common Stock in the following priority: (i) First, (A) if the Piggyback Underwritten Offering is for the account of the Company, all shares of Class A Common Stock that the Company proposes to include for its own account (the “Company Securities”) or, (B) if the Piggyback Underwritten Offering is for the account of any other Persons who have or have been granted registration rights, all shares of Class A Common Stock that such Persons propose to include (the “Other Securities”); and (ii) Second, (A) if the Piggyback Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Section 2.4 Maximum Number of Shares, the shares of Class A Common Stock requested to be included in such by the Piggybacking Holders and holders of any other shares of Class A Common Stock requested to be included by Persons having rights of registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance on parity with the above provisionsPiggybacking Holders with respect to such offering, pro rata among the Company may round Piggybacking Holders and such other holders based on the number of shares allocable of Class A Common Stock each requested to be included and, (B) if the Piggyback Underwritten Offering is for the account of any such person other Persons who have or have been granted registration rights, to the nearest 100 shares. If extent that the Holder disapproves number of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not Other Securities is less than seven days before the effective date Section 2.4 Maximum Number of Shares, the Underwritten Public Offering. Any shares of Class A Common Stock requested to be included by the Registrable Securities excluded or withdrawn from Piggybacking Holders, pro rata among the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requirePiggybacking Holders.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.5(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the 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 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 which such 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 disposed 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), 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 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 any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Major Holders participating in such Piggyback Underwritten Offering (which such Major Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as are specified the delay in including the Holder's written request shares of Common Stock to be sold for the Company’s account or requests, mailed in accordance with for the terms of this Agreement within 30 days after the date account of such written notice from the Companyother Persons who have or have been granted registration rights, as applicable. (b) The Each Major Holder shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the withdraw its request for inclusion of the its Registrable Securities in the underwriting shall be limited any Piggyback Underwritten Offering at any time prior to the extent provided herein. The Holder shall (together with the Company) enter into execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. Each Major Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Major Holder not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided, however, that such Major Holder may later revoke any such Opt-Out Notice in customary form with writing. Following receipt of an Opt-Out Notice from a Major Holder (unless subsequently revoked), the managing underwriter selected for Company shall not, and shall not be required to, deliver any notice to such Major Holder pursuant to this Section 2.5 and such Major Holder shall no longer be entitled to participate in any Piggyback Underwritten Offering. (c) If the Managing Underwriter of the Piggyback Underwritten Public Offering by shall inform the Company. Notwithstanding any other provision Company of this Agreement, if the managing underwriter determines its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and Piggyback Underwritten Offering, when added to the Underwritten Public Offering number of shares of Common Stock proposed to be offered by the HolderCompany or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights on parity with the Major Holder with respect to such offering), and would materially adversely affect such offering, then the denominator Company shall include in such Piggyback Underwritten Offering, to the extent of which is the total number of securities which the Registrable Securities which all selling stockholders Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Section 2.5 Maximum Number of Shares”), shares of Common Stock in the following priority: (i) First, (A) if the Piggyback Underwritten Offering is for the account of the Company, all shares of Common Stock that the Company proposes to include for its own account (the “Company Securities”) or, (B) if the Piggyback Underwritten Offering is for the account of any other Persons who have or have been granted registration rights (including any Existing Holders), all shares of Common Stock that such Persons propose to include (the “Other Securities”); (ii) Second, (A) if the Piggyback Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Section 2.5 Maximum Number of Shares, the shares of Common Stock requested to be included in such by the Major Holder and holders of any other shares of Common Stock requested to be included by Persons having rights of registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance on parity with the above provisionsMajor Holders with respect to such offering, pro rata among the Company may round Major Holders and such other holders based on the number of shares allocable of Common Stock each requested to be included and, (B) if the Piggyback Underwritten Offering is for the account of any such person other Persons who have or have been granted registration rights, to the nearest 100 shares. If extent that the Holder disapproves number of Other Securities is less than the terms Section 2.5 Maximum Number of Shares, the shares of Common Stock requested to be included by the Existing Holders pursuant to the Existing RRA; and (iii) Third, if the Piggyback Underwritten Offering is for the account of any such underwritingother Persons who have or have been granted registration rights, it may elect to withdraw therefrom by written notice to the Company and extent that the managing underwriter, delivered not number of Other Securities is less than seven days before the effective date Section 2.5 Maximum Number of Shares, the Underwritten Public Offering. Any shares of Common Stock requested to be included by the Registrable Securities excluded or withdrawn from Major Holders and holders of any other shares of Common Stock requested to be included by Persons having rights of registration on parity with the Underwritten Public Offering shall be withdrawn from Major Holders with respect to such registrationoffering, pro rata among the Major Holders and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period holders based on the number of time as the underwriters may requireshares of Common Stock each requested to be included.

Piggyback Registration Rights. With 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 Piggyback ------------------------------- Registration Rights, shares for sale to the parties agree as follows: (a) Subject to Paragraph 3(bpublic), filed by the Company will (i) promptly give to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such Corporation on behalf of the Holder's Registrable Securities as are specified in the Holder's written request Corporation or requests, mailed in accordance with the terms of this Agreement within 30 days any Securityholder (a “Piggyback Registration“). If at any time or times after the date hereof the Corporation shall seek to register capital stock of such the Corporation for its own account or on the account of others, the Corporation will promptly give written notice from thereof to all Securityholders that hold Registrable Securities. Each Securityholder will have 10 Business Days after receipt of any such notice to notify the Company. Corporation as to whether it wishes to participate in a Piggyback Registration (b) The right of the Holder which notice shall not be deemed to registration pursuant 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 Rights with respect to such proposed offering. The Corporation shall be conditioned upon use commercially reasonable efforts to include the Holder's participation in such underwriting, and the inclusion of the requested Registrable Securities in the underwriting shall to be limited registered. However, to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of the Registrable Securities requested to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and should be limited due to market conditions, then the Underwritten Public Offering as follows: amount of Registrable Securities to be included in such Piggyback Registration shall equal the number of the Registrable Securities that may which the Corporation and the Securityholders are advised is satisfactory by such underwriters, and then Registrable Securities to be registered for the Corporation’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 aggregate number of Registrable Securities which were requested to be included in such registration by each such Demand Rights Holder and (ii) then to each other Securityholder, pro rata among such Securityholders on the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying basis of the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in each such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 sharesSecurityholder. If the Holder disapproves 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 determination not to effect the proposed offering, shall thereupon be relieved of the terms obligation to register such Registrable Securities in connection therewith and (B) in the case of any a determination to delay a proposed offering, shall thereupon be permitted to delay registering such underwriting, it may elect to withdraw therefrom by written notice to Registrable Securities for the Company and same period as the managing underwriter, delivered not less than seven days before the effective date delay in respect of the Underwritten Public Offeringproposed offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering The Corporation shall be withdrawn from such registration, and shall not be transferred in a public distribution prior entitled to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as select the underwriters may requirein connection with any Piggyback Registration.

Piggyback Registration Rights. With respect Buyer shall have the right, for as long as any Shares are outstanding, to include all or any portion of the Piggyback ------------------------------- Registration Rightsshares of Common Stock underlying the Shares (collectively with any successor securities, the parties agree “Registrable Securities”) as follows: part of any other registration of securities filed by the Company (aother than in connection with a transaction contemplated by Rule 145(a) Subject promulgated under the Securities Act or pursuant to Paragraph 3(bForm S-8 or any equivalent form). In the event of such a proposed registration, the Company will shall furnish Buyer with not less than ten (i10) promptly give days’ written notice prior to the Holder written notice proposed date of any registration relating to an Underwritten Public Offering, and (ii) include in filing of such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written statement. Such notice from the Company. (b) The right of the Holder to Buyer shall continue to be given for each registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering statement filed by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or Company until such time as all of the Registrable Securities that have been sold by Buyer. The holders of the Registrable Securities shall exercise the piggy-back rights provided for herein by giving written notice, within five (5) days 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 and statement because, in such underwriter’s judgment, marketing or other factors make such limitation necessary to facilitate public distribution, then the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder Company shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing obligated to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number 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 be included inclusion of such securities in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of 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 which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom such hxxxxx’s request for inclusion of Registrable Securities in any piggy-back registration by giving written notice to the Company and of such request to withdraw prior to the managing underwriter, delivered not less than seven days before the effective date effectiveness of the Underwritten Public Offeringregistration statement. Any The Company (whether in its own determination or as the result of a 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 bear all fees and expenses attendant to 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 connection with the sale of the Registrable Securities excluded Securities, but the holders shall pay any and all underwriting commissions or withdrawn from brokerage fees related to the Underwritten Public Offering Registrable Securities. The Company shall be withdrawn from such registration, and shall not be transferred in a public distribution prior use its commercially reasonable efforts to 60 days after the cause any registration statement filed pursuant this Section 5.13 to remain effective date of the Registration Statement relating thereto, or such other shorter period of time for as the underwriters may requirelong as any Shares are outstanding.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(b)If, after the Company will date hereof, PEG Inc. proposes (i) promptly give to file a registration statement under the Holder written notice Securities Act providing for a public offering of PEG Inc.’s equity securities, other than a registration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor (including the Prospectus, any amendments and supplements to such registration relating to an Underwritten Public Offeringstatement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Piggyback Registration Statement”); and/or (ii) to file a Canadian Prospectus providing for a public offering of PEG Inc.’s equity securities in one or more Eligible Jurisdictions (a “Piggyback Canadian Prospectus”), or (iii) conduct an Underwritten Offering pursuant to a Piggyback Registration Statement or a Piggyback Canadian Prospectus, PEG Inc. will notify the Holders of the proposed filing and the Holders shall be given an opportunity to include in the public offering provided for under such registration (and related qualification under blue sky laws Piggyback Registration Statement or other compliance) such of the Holder's Registrable Securities as are specified Piggyback Canadian Prospectus or in the Holder's written request Underwritten Offering, as applicable, all or requestsany part of their Registrable Shares; provided, mailed however, that, except as set forth below, the Holders shall not be given an opportunity to include Registrable Shares in accordance with any Underwritten Offering to the terms of this Agreement within 30 days after extent that PEG Inc. has been advised by the date managing underwriter of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and Underwritten Offering that the inclusion of any Registrable Shares for sale for the benefit of the Holders will have a materially adverse effect on the price, timing, marketing, or distribution of the Common Stock. If any Holder has an Affiliate who is an officer or director of PEG Inc., within 10 Business Days after delivery of the above-described notice by PEG Inc., such Holder has the right to notify PEG Inc. in writing of its intention to include Registrable Securities Shares in the underwriting shall be limited to the extent public offering provided herein. The Holder shall (together with the Company) enter into an underwriting agreement for under such Piggyback Registration Statement or Piggyback Canadian Prospectus or in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this AgreementOffering, if the managing underwriter determines that marketing factors require a limitation as applicable, and, in such notice, shall inform PEG Inc. of the number of Registrable Shares that such Holder wishes to so include, as applicable, and provide, as a condition to such inclusion, such information regarding the Holder and their Registrable Shares as is required pursuant to Regulation S-K promulgated under the Securities Act and/or applicable Canadian Securities Laws to be underwritten, effect the managing underwriter may limit some or all registration and/or qualification of the Registrable Securities Shares; provided, however, that may be included if no Holder has an Affiliate who is an officer or director of PEG Inc., such Holder shall provide such notice within three Business Days (or one Business Day in the registration and case of an “overnight” offering or “bought deal”) after delivery of the above-described notice by PEG Inc. If such written notification of a Holder’s intent to include Registrable Shares in the public offering provided for under such Piggyback Registration Statement or Piggyback Canadian Prospectus or in the Underwritten Public Offering Offering, as follows: applicable, is not received by PEG Inc. within the number of the Registrable Securities that may be included applicable time-frames specified in the registration and the Underwritten Public Offering by the immediately preceding sentence, such Holder shall be determined by multiplying the number have no right to so include any Registrable Shares. Inclusion of the shares of the any Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include Shares in such registration and Piggyback Registration Statement will not affect the Underwritten Public Offering times a fractioninclusion of such Registrable Shares in the Mandatory Registration Statement until such Registrable Shares have been sold under the Piggyback Registration Statement, the numerator of at which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company time PEG Inc. may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn remove from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Mandatory Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireRegistrable Shares.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(b), If at any time the Company will (i) promptly give has registered or has determined to register any of its equity securities for its own account or for the Holder written notice account of other security holders of the Company on any registration relating to an Underwritten Public Offering, and form (iiother than Form S-4 or S-8) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in the underwriting shall be limited no event less than 15 Business Days prior to the extent provided herein. The Holder anticipated filing date) and shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 Business Days after delivery of the Company’s notice. (b) If the offering pursuant to a Piggyback Registration is to be in such registration and the Underwritten Public Offering by the Holderform of an underwritten registration, then each Holder making a request for its Registrable Securities to be included therein must, and the denominator Company shall make such arrangements with the underwriters so that each such Holder may, participate in such underwritten registration on the same terms as the Company and other Persons selling securities in such Piggyback Registration. If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering. If the offering pursuant to such registration is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to Section 4.02(a) must participate in such offering on such basis. (c) A Holder may withdraw all or part of which its Registrable Securities from a Piggyback Registration at any time. For the avoidance of doubt, if a Holder decides not to include all of its Registrable Securities in any Registration Statement hereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (d) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the total Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of the Registrable Securities which all selling stockholders of the Company have requested and other securities proposed to be included in such registration exceeds the Maximum Number of Securities, the Company shall include in such registration: (i) first, the number of securities that the Company proposes to sell; (ii) second, the number of Registrable Securities and the Underwritten Public Offering. To facilitate the allocation of shares other securities requested to be included therein by Holders who have provided notice in accordance with Section 4.02(a) and other security holders that have, and have duly exercised, contractual registration rights comparable to those set forth in this Agreement, allocated pro rata among all such Holders and other security holders on the above provisions, basis of the number of Registrable Securities and other securities requested to be included therein by all such Holders and other security holders or as such Holders and other security holders and the Company may round otherwise agree; and (iii) third, the number of shares allocable securities requested to any such person to be included therein by other security holders. (e) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of securities other than the nearest 100 shares. If Holders, and the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to managing underwriters advise the Company and the managing underwriterHolders that in their reasonable opinion the number of Registrable Securities and other securities proposed to be included in such registration exceeds the Maximum Number of Securities, delivered not less than seven days before then the effective date Company shall include in such registration: (i) first, the number of securities requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of Registrable Securities and other securities requested to be included therein by Holders who have provided notice in accordance with Section 4.02(a) and other security holders that have, and have duly exercised, contractual registration rights comparable to those set forth in this Agreement, allocated pro rata among all such Holders and other security holders on the basis of the Underwritten Public Offering. Any number of the Registrable Securities excluded and other securities requested to be included therein by all such Holders and other security holders or withdrawn from as such Holders and other security holders and the Underwritten Public Offering shall Company may otherwise agree; (iii) third, the number of securities requested to be withdrawn from such registrationincluded therein by other security holders; and (iv) fourth, and shall not be transferred in a public distribution prior the number of securities that the Company proposes to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requiresell.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.04(c), if the Company at any time proposes to file an 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 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 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 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 determination to the Piggybacking Holders (which such Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as are specified the delay in including the Holder's written request Company Securities or requestsOther Securities, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Companyas applicable. (b) The Each Holder shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the withdraw its request for inclusion of the its Registrable Securities in the underwriting shall be limited any Piggyback Underwritten Offering at any time prior to the extent provided herein. The Holder shall (together with the Company) enter into execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in customary form with writing. Following receipt of an Opt-Out Notice from any Holder (unless subsequently revoked), the managing underwriter selected for Company shall not, and shall not be required to, deliver any notice to such Holder pursuant to this Section 2.04 and such Holder shall no longer be entitled to participate in any Piggyback Underwritten Offering. (c) If the Managing Underwriter of the Piggyback Underwritten Public Offering by shall advise the Company. Notwithstanding any other provision Company of this Agreement, if the managing underwriter determines its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and Piggyback Underwritten Offering, together with the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Company Securities which all selling stockholders of the Company have and Other Securities proposed or requested to be included in such Piggyback Underwritten Offering, exceeds the Maximum Number of Securities for such Piggyback Underwritten Offering, then Company Securities, Other Securities and Registrable Securities shall be included in the Piggyback Underwritten Offering, up to the Maximum Number of Securities (as set forth in such written advice from the Managing Underwriter), in the following priority: (i) If the Piggyback Underwritten Offering is initiated for the account of the Company: (1) first, all of the Company Securities proposed to be included therein; (2) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (1), the Registrable Securities requested to be included by the Piggybacking Holders and any Other Securities requested to be included by Persons having rights of registration on parity with the Piggybacking Holders with respect to such offering, pro rata among the Piggybacking Holders and such other Persons based on the Underwritten Public Offering. To facilitate the allocation number of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) each requested to be included; and (3) third, any Other Securities requested to be included by Persons having rights of registration that are subordinate to the rights of the Piggybacking Holders with respect to such offering. (ii) If the Piggyback Underwritten Offering is initiated for the account of any other Persons who have or have been granted registration rights: (1) first, all of the Other Securities requested to be included therein by such Persons; (2) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (1), the Registrable Securities requested to be included by the Piggybacking Holders and any Other Securities requested to be included by Persons (other than those for the account of which the Piggyback Underwritten Offering is initiated) having rights of registration on parity with the Piggybacking Holders with respect to such offering, pro rata among the Piggybacking Holders and such other Persons based on the number of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) each requested to be included; and (3) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (1) and (2), any Company Securities proposed to be included and any Other Securities requested to be included by Persons (other than those for the account of which the Piggyback Underwritten Offering is initiated) having rights of registration that are subordinate to the rights of the Piggybacking Holders with respect to such offering, allocated, as applicable, in accordance with the above provisions, order of priority established in the Company may round agreement or agreements granting the number of shares allocable registration rights with respect to any such person to Other Securities. (d) The Company or the nearest 100 shares. If other Persons for the Holder disapproves account of which the Piggyback Underwritten Offering is initiated, as applicable, shall select the underwriters in any Piggyback Underwritten Offering and shall determine the pricing of the terms shares of Class A Common Stock (or other securities of the same class as Registrable Securities) offered pursuant to any Piggyback Underwritten Offering, the applicable underwriting discounts and commissions and the timing of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Piggyback Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.4(c), if the Company at any time proposes to file an 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 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 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 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 rights, as applicable, shall determine for any reason not to proceed with or to delay such Company Underwritten Offering, the Company shall give written notice of such determination to the Piggyback Blackstone Holders (which such Blackstone Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Company Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as are specified the delay in including the Holder's written request shares of Company Common Stock to be sold for the Company’s account or requests, mailed in accordance with for the terms of this Agreement within 30 days after the date account of such written notice from the Companyother Persons who have or have been granted registration rights, as applicable. (b) The Each Blackstone Selling Holder shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the withdraw its request for inclusion of the its Registrable Securities in the underwriting shall be limited any Company Underwritten Offering at any time prior to the extent provided herein. The Holder shall (together with the Company) enter into execution of an underwriting agreement in customary form with the managing underwriter selected for the agreement; further, any Blackstone Holder may elect not to be notified of any Company Underwritten Public Offering by delivering an Opt-Out Notice to the Company. Notwithstanding Company in writing requesting that such Blackstone Holder not receive notice from the Company of any other provision proposed Company Underwritten Offering; provided, however, that such Blackstone Holder may later revoke any such Opt-Out Notice in writing. (c) If the Managing Underwriter of this Agreement, if the managing underwriter determines Company Underwritten Offering shall inform the Company of its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and Company Underwritten Offering, when added to the Underwritten Public Offering number of shares of Company Common Stock proposed to be offered by the HolderCompany or such other Persons who have or have been granted registration rights (and any other shares of Company Common Stock requested to be included by any other Persons having registration rights on parity with the Piggyback Blackstone Holders with respect to such offering), and would materially adversely affect such offering, then the denominator Company shall include in such Company Underwritten Offering, to the extent of which is the total number of securities which the Registrable Securities which Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Maximum Number of Shares”), shares of Company Common Stock in the following priority: (i) First, all selling stockholders shares of Company Common Stock that the Company proposes to include for its own account (the “Company Securities”); (ii) Second, if the Company Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Maximum Number of Shares, or if the Company Underwritten Offering is for the account of any other Persons who have or have been granted registration rights, the shares of Company Common Stock requested to be included in such registration and by the Underwritten Public Offering. To facilitate Existing Holders, if any, pro rata among the allocation of shares Existing Holders in accordance with the above provisionsExisting Registration Rights Agreement; (iii) Third, if the Company Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Maximum Number of Shares, or if the Company Underwritten Offering is for the account of any other Persons who have or have been granted registration rights, the shares of Company may round Common Stock requested to be included by the Piggyback Blackstone Holders and holders of any other shares of Company Common Stock requested to be included by Persons having rights of registration on parity with the Piggyback Blackstone Holders with respect to such offering, pro rata among the Piggyback Blackstone Holders and such other holders based on the number of shares allocable of Company Common Stock each requested to be included; and (iv) Fourth, other securities requested to be included, if any, pro rata among the holders of such other securities. (d) The Company shall select the underwriters in any Company Underwritten Offering and shall determine the pricing of the shares of Company Common Stock offered pursuant to any such person to Company Underwritten Offering, the nearest 100 shares. If applicable underwriting discounts and commissions and the Holder disapproves of the terms timing of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggyback Registration Rights. With respect Whenever the Company proposes to register any Common Stock for its own or others’ account under the Piggyback ------------------------------- Registration Rights, Securities Act other than a registration relating to employee benefit plans or a transaction to which Rule 145 of the parties agree as follows: (a) Subject to Paragraph 3(b)Commission applies, the Company will shall promptly (iand in no event less than 20 days before the anticipated filing date) promptly give to each holder of Registrable Securities and Management Stock (the Holder “Piggyback Holders”) written notice of any registration relating its intent to an Underwritten Public Offeringdo so, and such notice shall set forth the material terms of such distribution, and offer such Piggyback Holders the opportunity to register the number of Registrable Securities or Management Stock as each such Piggyback Holder shall request (iithe “Piggyback Registration”). The Company 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 Piggyback Holders who have requested in writing within 20 days of the date the notice is provided to participate in the Piggyback Registration to include such Piggyback Holder’s Registrable Securities or Management Stock in such registration (offering on the same terms and related qualification under blue sky laws or other compliance) such conditions as the securities of the Holder's 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 as are specified or Management Stock in such underwritten offering unless the Piggyback Holders electing to participate in the Holder's written request or requests, mailed in accordance with Piggyback Registration accept the terms of this Agreement within 30 days after the date underwritten offering as agreed upon among the Company Underwriter, the Company and the stockholders of such written notice from the Company. , if any (b) The right 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 Holder to offering by the Company. If the Company Underwriter advises the Company in writing that the registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of all or part of the Registrable Securities in and Management Stock which the underwriting shall Piggyback Holders have requested to be limited included would be seriously detrimental to the extent provided herein. The Holder shall (together with success of such offering, then the Company) enter into an underwriting agreement Company may reduce the amount of securities to be included in customary form with such registration, first as to the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision Piggyback Holders who are holders of this AgreementManagement Stock as a group, if the managing underwriter determines that marketing factors require a limitation of pro rata based on the number of shares of Management Stock owned by each such Piggyback Holder 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 to be underwrittenas a group, pro rata based on the managing underwriter may limit some or all number of the Registrable Securities that may 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 and the Underwritten Public Offering as follows: the number of the unless all Registrable Securities that may and Management Stock requested to be included in the registration and the Underwritten Public Offering by the Holder have been included. In addition, in no event shall be determined by multiplying the number of the shares any such limitation with respect to Registrable Securities exceed 30% of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested proposed to be included in a registration other than in connection with an IPO, in which case such registration and limitation shall be in any amount that the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders managing underwriter shall determine. No agreement of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, shall permit any person other than the Company may round 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 allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Common Stock (including Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireManagement Stock) held by each participant.

Piggyback Registration Rights. With respect (i) Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the 1933 Act (other than a registration (i) pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement in existence as of the date hereof) or (ii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company (other than Buyer pursuant to this Agreement and Sirtex Medical US Holdings, Inc., but only to the extent such registration is effectuated pursuant to the registration rights agreement dated as of the date hereof between Sirtex Medical US Holdings, Inc. and the Company) (a “Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bRegistration”), the Company will shall give prompt written notice (i) promptly give in any event at least 15 days prior to the Holder written notice filing of any registration relating a Registration Statement) to an Underwritten Public OfferingBuyer of its intention to effect such a registration, and (ii) such notice shall offer Buyer the opportunity to be included in such registration by notifying the Company in writing within 10 days. Subject to the provisions of this Section 2(e), the Company shall include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's all Registrable Securities as are specified requested by Buyer to be included therein. If any Piggyback Registration pursuant to which Buyer has registered the offer and sale of Registrable Securities is conducted using a Shelf Registration Statement (a “Piggyback Shelf Registration Statement”), Buyer shall have the right, but not the obligation, to be notified of and to participate in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of any offering under such written notice from the CompanyPiggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”). (bii) The right of the Holder If any Piggyback Registration or Piggyback Shelf Takedown involves an underwritten offering, Buyer has elected to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation include Registrable Securities in such underwritingPiggyback Registration or Piggyback Shelf Takedown, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for of such offering advises the Underwritten Public Offering by the Company. Notwithstanding any other provision of this AgreementCompany and Buyer in writing that, if the managing underwriter determines that marketing factors require a limitation of in its reasonable and good faith opinion, the number of the Registrable Securities shares of Common Stock proposed to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the such registration and the Underwritten Public Offering as follows: or takedown exceeds the number of shares of Common Stock that can be sold in such offering and/or that the Registrable Securities that may number of shares of Common Stock proposed to be included in any such registration or takedown would materially and adversely affect the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the price for such shares of the Registrable Securities of all selling stockholders of Common Stock, the Company which the managing underwriter is willing to shall include in such registration and the Underwritten Public Offering times a fractionor takedown: (i) first, the numerator of which is the number of the Registrable Securities requested to be included in such registration and therein by Buyer; (ii) second, the Underwritten Public Offering by the Holder, and the denominator shares of which is the total number of the Registrable Securities which all selling stockholders of Common Stock that the Company have proposes to sell; and (iii) third, the shares of Common Stock requested to be included therein by other stockholders of the Company, if any, allocated among such stockholders in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company manner as they may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it agree. (iii) Buyer may elect to withdraw therefrom its request for inclusion of Registrable Securities in any Piggyback Registration or Piggyback Shelf Takedown by giving written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution request to withdraw prior to 60 days after the effective date effectiveness of the Registration Statement relating theretoor the pricing of an underwritten offering, or such other shorter period of time as the underwriters may requireapplicable.

Piggyback Registration Rights. With respect If the Company proposes to register in an underwritten offering any of its shares of Common Stock under the Securities Act for sale to the Piggyback ------------------------------- Registration Rightspublic (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement on Form X-0, X-0 or another form not available for registering the parties agree as follows: (a) Subject Registrable Securities for sale to Paragraph 3(bthe public, or in connection with an Underwritten Demand Statement), each such time it will give written notice to each Holder. Upon the written request of any of such Holders, given within 10 Business Days after receipt by such Person of such notice, the Company will shall, subject to the limits contained in this Section 6, use its commercially reasonable efforts to cause all Registrable Securities requested by such Holders to be registered under the Securities Act and qualified for sale under any state securities or “blue sky” law, to the extent required to permit the sale of their Registrable Securities in such underwritten public offering; provided, however, that if the managing underwriter or underwriters of such offering reasonably determine in writing that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter or underwriters; provided, however, that securities shall be excluded in the following sequence: (i) promptly give first, shares of Common Stock held by any stockholders not having rights to include such shares in the Holder written notice of any registration relating to an Underwritten Public Offering, and underwritten public offering; (ii) second, shares of Common Stock held by stockholders having contractual, incidental “piggy back” rights to include such shares in such registration the underwritten public offering other than Registrable Securities and Prior Registrable Securities; (iii) third, Registrable Securities and related qualification under blue sky laws or other compliancePrior Registrable Securities; and (iv) such fourth, shares of Common Stock sought to be registered by the Company for its own account. If there is a reduction of some but not all of the Holder's number of shares pursuant to clauses (i) through (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of securities held by the holders in the applicable category and subject to the priorities set forth in the preceding sentence). Additionally, the Company shall not be required to register any Registrable Securities as are specified in pursuant to this Section 6 unless the Holder's written request or requests, mailed in accordance with Holders of such Registrable Securities accept the terms of this Agreement within 30 days after the date of such written notice from underwriting agreed upon between the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, Company and the inclusion of underwriters selected by the Registrable Securities in Company (or by other persons entitled to select the underwriters). All Holders proposing to distribute their securities through such underwriting shall be limited to the extent provided herein. The Holder shall (together with the CompanyCompany and any other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireunderwriters.

Piggyback Registration Rights. With If the Company at any time proposes to register any securities (whether pursuant to the exercise of demand registration rights by a securityholder of the Company or at the initiative of the Company) under the Securities Act in connection with an underwritten public offering of such securities for cash, or to undertake an underwritten offering of securities that are already registered on an effective Registration Statement (an “Underwritten Takedown”), whether for its own account or for the account of other securityholders, and the form of registration statement prospectus, as the case may be, to be used may be used for the registration, or the Underwritten Takedown, of Registrable Securities beneficially owned by the Investors (for the avoidance of doubt, Crestview Investor shall not have the right to piggyback during the period prior to the date that is eighteen (18) months after Closing) (“Piggyback Investors”), any Piggyback Investor may, by written notice to the Company, request that any or all Registrable Securities held by such Piggyback Investor be included in such proposed underwritten offering, or Underwritten Takedown, of securities by the Company under the Securities Act (a “Piggyback Registration”). The Company will facilitate such Piggyback Registration in the manner described in this Agreement. Notwithstanding anything in this Agreement to the contrary, (i) the Investors will not have piggyback rights under this Agreement or otherwise with respect to the Piggyback ------------------------------- initial filing of the CMP Registration Rights, the parties agree as follows: Statement (a) Subject to Paragraph 3(b), the Company but will (i) promptly give to the Holder written notice of any registration relating have piggyback rights with respect to an Underwritten Public OfferingTakedown thereunder), and (ii) include in such registration (and related qualification under blue sky laws the Investors will not have piggyback or other complianceregistration rights with respect to registered primary offerings by the Company (A) such of covered by a Form S-8 Registration Statement (or a successor form) applicable to employee benefit-related offers and sales, (B) where the Holder's securities are not being sold by the Company for cash, (C) covered by a registration statement on Form S-4 (or successor form) or (D) relating to a corporate reorganization pursuant to Rule 145 promulgated under the Securities Act (or any successor thereto). In the event, and to the extent, that an Investor requests to participate in an Underwritten Takedown and the Registration Statement pursuant to which the Underwritten Takedown will be effected does not already include Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of held by such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwritingrequesting Investor, and the inclusion of the such Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may not otherwise be included in the registration Underwritten Takedown pursuant to the rules and the Underwritten Public Offering as follows: the number regulations of the Registrable Securities that may be included in SEC, then the registration Company and such Investor will cooperate and use all commercially reasonable efforts to amend the Underwritten Public Offering Registration Statement, to the extent permitted by the Holder shall be determined by multiplying the number rules and regulations of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing SEC, in order to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the HolderInvestor, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested securities it proposes to be included sell, in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisionsTakedown, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireselling securityholder thereunder.

Piggyback Registration Rights. With respect to The Shareholders and holders ----------------------------- of Warrants (so long as such Warrants are exercisable) shall have the following Piggyback ------------------------------- Registration Rights, the parties agree as followsrights: (a) Subject whenever during the period commencing on the date hereof and ending on the tenth anniversary of the date hereof the Company proposes to Paragraph 3(bregister any equity securities under the Act (other than any registrations on Form S-4 or S-8 or any form substituting therefor), the Company will give written notice to all holders of Registrable Securities and the Warrants (i) promptly give so long as such Warrants are exercisable), at least 30 days prior to the Holder written anticipated filing date, of its intention to effect such a registration, which notice will specify the proposed offering price (if known), the kind and number of any registration relating securities proposed to an Underwritten Public Offeringbe registered, the distribution arrangements and such other information that at the time would be appropriate to include in such notice. Subject to paragraph (iib) below, the Company shall include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's all Registrable Securities as are specified in with respect to which written requests for inclusion therein have been delivered by holder of Registrable Securities to the Holder's written request or requests, mailed in accordance with the terms of this Agreement Company within 30 15 business days after the date of such written notice from delivery of the Company.'s notice (a "Piggyback Registration"). Except as may otherwise be provided in this Article V, Registrable Securities with respect to which such requests for registration have been received will be registered by the Company and offered for sale to the public in a Piggyback Registration pursuant to this Article V on the same terms and subject to the same conditions as are applicable to any similar securities of the Company included therein; (b) The right of the Holder to registration pursuant to the If in any Piggyback Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters thereof (or in the case of a Piggyback Registration not being underwritten, an independent underwriter, of nationally recognized standing, selected for by the Underwritten Public Offering Board of Directors in accordance with Section 6.4(a), whose fees and expenses shall be borne by the Company. Notwithstanding any other provision of this Agreement), if shall advise the managing underwriter determines Company in writing that marketing factors require a limitation of in its or their reasonable opinion the number of the Registrable Securities proposed to be underwrittensold in such Piggyback Registration exceeds the number that can be sold in such offering without having a material adverse effect on the success of the offering of securities to be sold by the Company in such Piggyback Registration, the managing underwriter may limit some or all of Company will include in such Piggyback Registration (in addition to the Registrable Securities that may be included in equity securities the registration and the Underwritten Public Offering as follows: Company proposes to sell) only the number of the Registrable Securities that may be included owned by the holder of Registrable Securities requesting such Piggyback Registration, if any, which, in the registration and the Underwritten Public Offering by the Holder shall opinion of such underwriter or underwriters can be determined by multiplying sold without having such a material adverse effect. If some, but not all, of such Registrable Securities can be so included, the number of the shares of the Registrable Securities which in the opinion of all selling stockholders of such underwriter or underwriters can be included shall be (x) first the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the following number of Registerable Securities shall be allocated to Trust: the least of (A) the Registrable Securities requested to be included in such registration Demand Registration by Trust (B) 1,250 Shares less Shares of Trust previously registered and the Underwritten Public Offering by the Holdersold pursuant to ---- Sections 5.1 through 5.11 herein (in both cases, and the denominator of which is the total as such number of Shares would be adjusted for stock dividends, stock splits, reclassifications, or like actions) and (C) the number of Registrable Securities which all selling stockholders in the opinion of such underwriters can be included in such Piggyback Registration, and (y) then, the remaining number of Registerable Securities which may be so included shall be allocated pro rata among the holders of Registrable Securities requesting such Piggyback Registration on the basis of the Company have respective numbers of Registrable Securities requested to be included by each of them (less, in such registration and the Underwritten Public Offering. To facilitate the allocation case of Trust, any shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person be allocated to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect Trust pursuant to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require.clause (x) above);

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject In the event that, at any time during a five (5) year period following the date on which Mallinckrodt first becomes eligible to Paragraph 3(b)convert any of the Preferred Stock in accordance with Section 5.2(c) above, Palatin proposes to register any of its Common Stock under the Securities Act in connection with the public offering of such securities utilizing a form that would additionally permit the registration of all or any portion of the Common Shares then held by Mallinckrodt, Palatin shall notify Mallinckrodt of such fact at least thirty (30) days prior to the date established for such public offering and shall give Mallinckrodt, subject to the limitations and restrictions of this Section 5.3, the Company will right to have included in any such registered public offering all or any portion of the Common Shares as Mallinckrodt shall notify Palatin within twenty (i20) promptly give to the Holder written days after Mallinckrodt is given notice of any registration relating intended registered public offering by Palatin. If Mallinckrodt shall not provide any such notice to an Underwritten Public OfferingPalatin within said twenty (20) day period, and (ii) include in such registration (and related qualification under blue sky laws Mallinckrodt shall be conclusively presumed to have waived its right to have all or other compliance) such any portion of the HolderCommon Shares included in any such Palatin registered public offering, but such waiver shall not affect Mallinckrodt's Registrable Securities as are specified rights at any later date and in the Holder's written request connection with any subsequent public offering by Palatin to have some or requests, mailed all of its Common Shares registered in accordance with the terms provisions and limitations of this Agreement within 30 days after Section 5.3. Palatin shall use reasonable commercial efforts to cause the date managing underwriter or underwriters, if any, of a proposed underwritten offering to permit Mallinckrodt, if Mallinckrodt has validly requested that some or all of its Common Shares be included in the registration for such written notice offering in accordance with the provisions of this subsection, to include such Common Shares in such offering on the same terms and conditions as any similar securities of Palatin included therein. Nothing herein shall prevent Palatin from at any time abandoning or delaying any such registration or prevent Mallinckrodt from exercising its registration rights under this Section 5.3(a) any number of times prior to the Companyexpiration of the period during which such rights are available hereunder. Notwithstanding anything to the contrary contained herein, Mallinckrodt shall not have the right to include all or any portion of the Common Shares in a registered public offering by Palatin, pursuant to this Section 5.3, if all of the Common Shares then held by Mallinckrodt become eligible for sale in any three (3) month period pursuant to Rule 144 under the Securities Act or any successor Rule. (b) The Notwithstanding the provisions of subsection (a) set forth immediately above, Mallinckrodt shall not have the right to include all or any portion of the Holder to registration pursuant to Common Shares in a registered public offering by Palatin if, in the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion reasonable judgment of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Companyunderwriter(s) enter into an underwriting agreement in customary form with the or managing underwriter selected underwriter(s) for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwrittensuch registered public offering, the managing underwriter may limit addition of some or all of the Registrable Securities Common Shares that Mallinckrodt wishes to have registered in connection therewith might reasonably materially adversely affect the sale of all of the shares included in such offering under the terms of the registered offering and during the period of effectiveness of the registration statement with respect thereto. In the event that the underwriter(s) or managing underwriter(s) with respect to any such public offering determines, in its reasonable judgment, that some but not all of the Common Shares that Mallinckrodt requested be included in any Palatin registered public offering may be included in such offering, then Palatin will notify Mallinckrodt as to the portion of the Common Shares that may be so included and, unless Mallinckrodt notifies Palatin to the contrary within fifteen (15) days of being so notified, that portion, and only that portion, will be included in the registration and relative to any such public offering. If Mallinckrodt does timely notify Palatin to the Underwritten Public Offering as follows: contrary, none of its Common Shares shall be included in such registration. (c) In the number event that Mallinckrodt exercises its rights under this Section 5.3 and, in connection with any registered public offering by Palatin, some portion of the Registrable Securities that may be Common Shares is included in the registration and statement with respect thereto, Mallinckrodt shall furnish Palatin with such information concerning the Underwritten Public Offering by Common Shares to be registered or otherwise incident to the Holder registration as Palatin shall reasonably request. Mallinckrodt's rights pursuant to this Section 5.3 shall be determined by multiplying the number subject to its compliance with any such Palatin request. (d) Palatin shall bear all expenses of any registered public offering made pursuant to Section 5.3 in which all or any portion of the shares Common Shares is included; provided that, Mallinckrodt shall be responsible for any cost or expense (i) of its employees, agents, advisors or representatives to the extent utilized in connection with any such registered public offering, (ii) for the preparation of any financial statements, documents or the assembly or preparation of any other information concerning Mallinckrodt requested by Palatin pursuant to subsection (c) set forth immediately above and (iii) underwriters' discounts and commissions applicable to the Common Shares included in the offering. (e) Palatin shall have an obligation, with respect to any registered public offering made pursuant to Section 5.3 in which all or any portion of the Registrable Securities of all selling stockholders of the Company which the managing underwriter Common Shares is willing included, to include in such use reasonable commercial efforts to keep any registration and the Underwritten Public Offering times a fractionstatement effective, the numerator of which is the number of the Registrable Securities requested subject to be included in such registration and the Underwritten Public Offering by the HolderSection 5.5(b), and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requirefor at least thirty (30) days.

Piggyback Registration Rights. With respect (i) If the Company proposes to register any of its Common Shares under the Securities Act (other than a registration on Form S-8 or S-4 or any successor or similar forms), whether or not for sale for its own account, including the Shelf S-1 Resale Registration Statement, it shall at such time give prompt written notice at least 20 days prior to the Piggyback ------------------------------- Registration Rightsanticipated filing date of the registration statement relating to such registration to the Covered Holders, which notice shall set forth such Covered Holders’ rights under this Section 2(b) and shall offer the parties agree Covered Holders the opportunity to include in such registration statement such number of Registrable Securities as follows: the Covered Holders may request. Upon the written request of any Covered Holder made within15 days of the notice from the Company (a) Subject which request shall specify the number of Registrable Securities such Covered Holder seeks to Paragraph 3(bregister), the Company will (i) promptly give shall use commercially reasonable efforts to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's all Registrable Securities as are specified in that the Company has been so requested to register by any Covered Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with required to permit the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number disposition of the Registrable Securities to be underwrittenso registered; provided, however, that (A) if such registration involves an Underwritten Offering, the managing underwriter may limit some or all of the Participating Covered Holders must sell their Registrable Securities that may be included in to the underwriters on the same terms and conditions as apply to the Company or other selling security holders, (B) if such registration and does not involve an Underwritten Offering, the Underwritten Public Offering as follows: the number of the Participating Covered Holders must sell their Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with a plan of distribution as reasonably specified by the above provisionsParticipating Covered Holders, the Company may round the number of shares allocable from time to time, if, at any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by time after giving written notice of its intention to the Company register any Common Shares pursuant to this Section 2(b) and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating theretofiled in connection with such registration (other than the Shelf S-1 Resale Registration Statement), or the Company shall determine for any reason not to register such Common Shares, the Company shall give written notice to the Participating Covered Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. (ii) If a registration pursuant to this Section 2(b) involves an Underwritten Offering and the managing underwriter thereof advises the Company that, in its view, the number of Common Shares that the Company and the Participating Covered Holders and other selling security holders (if any) intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration only that number of Common Shares which does not exceed the Maximum Offering Size, in the following order of priorities: (1) first, all securities the Company proposes to sell for its own account and all securities that other holders of securities entitled to participate in the registration with a priority greater than the priority of the Covered Holders, in such priority among them as is agreed among the Company and such other shorter period holders of securities, (2) second, the Registrable Securities of the Participating Covered Holders and the securities requested to be registered by other holders of securities (including the Private Placement Holders and the FBR Holders) entitled to participate in the registration having a priority equal to the priority of the Covered Holders, drawn from them (on a pro rata basis based on the number of shares having registration rights held by each holder who is requesting inclusion) and (3) third, the securities requested to be registered by other holders of securities with registration rights that are inferior with respect to such reduction) to the registration rights of the holders hereunder. (iii) The Participating Covered Holders, the Private Placement Holders and the FBR Holders priority to participate in the registration of Common Shares in any Registration Statement shall be pari passu, except that (1) in a registration requested by any Covered Holder, the priority set forth in Section 2(a)(ii) shall apply, (2) in a registration requested by any FBR Holder, the priority set forth in Section 2(a)(ii) of the FBR Registration Rights Agreement shall apply and (3) in a take-down under a shelf registration statement (including the Shelf S-1 Resale Registration Statement) requested by a Participating Covered Holder, Private Placement Holder or FBR Holder, such requesting holder shall have a priority greater to the priority of the non- requesting holders. (iv) If as a result of the proration provisions of this Section 2(b), the Participating Covered Holders are not entitled to include all Registrable Securities that they have requested to include in such registration, any Participating Covered Holder may elect to withdraw its request to include any Registrable Securities in such registration. (v) If any Participating Covered Holder decides not to include all of its Registrable Securities in any Registration Statement filed by the Company but before such Registration Statement becomes effective, such Participating Covered Holder shall nevertheless continue to have the right under this Section 2(b) to include any Registrable Securities then held by it in any subsequent Registration Statement as may be filed by the Company with respect to offerings of its Common Shares. (vi) Notwithstanding the foregoing, the Company shall have no obligations under this Section 2(b) at any time as that the underwriters may requireRegistrable Securities that the Participating Covered Holders seek to include in a Registration Statement are the subject of an effective registration statement.

Piggyback Registration Rights. With respect If at any time the Company shall determine to register under the Piggyback ------------------------------- Registration RightsSecurities Act (including pursuant to a demand of any security holder of the Company exercising registration rights) any of its Common Stock (except securities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely pursuant to employee benefit plans eligible for registration on SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), it shall send to BWHI and to each of the parties agree as follows: Holder(s) written notice of such determination at least thirty (a30) Subject days prior to Paragraph 3(b)each such filing and, if within twenty (20) days after receipt of such notice, any Holder shall so request in writing, the Company will (i) promptly give to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing use its best efforts to include in such registration and statement (to the Underwritten Public Offering times a fractionextent 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 numerator managing underwriter shall impose a limitation on the amount of which is 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 the 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 included in such registration registered and all other securities of the Underwritten Public Offering by Company, the Holder, and the denominator holders of which is the total number of the Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which all selling stockholders of the Company have requested to be are included in any underwritten offering under this SECTION 6.01 shall be sold upon such registration and terms as the Underwritten Public Offering. To facilitate the allocation 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 shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 sharesits securities. If the any Holder disapproves of the terms of any such underwriting, it such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. The Company shall use its best efforts to cause the managing underwriterunderwriter or underwriters of a proposed underwritten offering (the "COMPANY UNDERWRITER") to permit the Holders who have requested to participate in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as the securities of the Company included therein. Notwithstanding the foregoing, delivered 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 include in such offering (the "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 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 less than seven days before to file any such proposed registration statement or to withdraw the same after the filing and prior to the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requirethereof.

Piggyback Registration Rights. With 4.4.1 At any time after the first anniversary of the date that a registration statement covering an initial public offering of Shares of Licensee becomes effective, as soon as practicable after a written request from USFRF to effect a registration with respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(b), the Company will (i) promptly give to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws all or other compliance) such part of the Holder's Registrable Securities Shares owned by USFRF, Licensee will use its diligent best efforts to effect such Registration, cause it to become effective promptly and maintain it as effective for at least 36 months (or less if all the Shares included therein are specified in the Holder's written request or requestssooner sold). If so requested by USFRF, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights Licensee shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing any underwriter selected by USFRF with respect to such Registration. 4.4.2 If the Licensee proposes to register any of its securities either for its own account or the Underwritten Public Offering by the Company. Notwithstanding account of a security holder or holders, other than a registration on any form which does not permit secondary sales, Licensee will promptly give USFRF written notice thereof and include in such Registration (and any related qualification under Blue Sky laws or other provision of this Agreementapplicable laws), if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwrittenand in any underwriting involved therewith, the managing underwriter may limit some or all of the Registrable Securities that may be included Shares specified in the registration a written request made by USFRF within twenty (20) days after Licensee’s written notice to USFRF. 4.4.3 All expenses incurred by Licensee and the Underwritten Public Offering as follows: the number USFRF in connection with any Registration hereunder, including reasonable fees and disbursements of the Registrable Securities that may be included in the registration accountants and the Underwritten Public Offering by the Holder counsel for USFRF, but excluding underwriting discounts and commissions and transfer taxes, shall be determined borne solely by multiplying Licensee. 4.4.4 To the number extent permitted by law, Licensee will indemnify USFRF and each of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fractionits officers, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holderdirectors, and the denominator control persons (“USFRF indemnified parties”) against all claims, losses, damages and liabilities (“Claims”) arising out of which is the total number on any untrue statement (or alleged untrue statement) of the Registrable Securities which all selling stockholders of the Company have requested to be included a material fact contained in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable any prospectus or other document incident to any such person Registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (to the nearest 100 shares. If the Holder disapproves extent not made in reliance upon written information furnished by USFRF specifically for use in such Registration) or any violation by Licensee of the terms Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, and will reimburse each USFRF indemnified party for any legal and other expenses reasonably incurred in connection with investigating and defending or settling any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireClaim.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.5(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the 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 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 which such 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 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), 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 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 any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Holders participating in such Piggyback Underwritten Offering (which such Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as are specified the delay in including the Holder's written request shares of Common Stock to be sold for the Company’s account or requests, mailed in accordance with for the terms of this Agreement within 30 days after the date account of such written notice from the Companyother Persons who have or have been granted registration rights, as applicable. (b) The Each Holder shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the withdraw its request for inclusion of the its Registrable Securities in the underwriting shall be limited any Piggyback Underwritten Offering at any time prior to the extent provided herein. The Holder shall (together with the Company) enter into execution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. Each Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in customary form with writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the managing underwriter selected for Company shall not, and shall not be required to, deliver any notice to such Holder pursuant to this Section 2.5 and such Holder shall no longer be entitled to participate in any Piggyback Underwritten Offering. (c) If the Managing Underwriter of the Piggyback Underwritten Public Offering by shall inform the Company. Notwithstanding any other provision Company of this Agreement, if the managing underwriter determines its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and Piggyback Underwritten Offering, when added to the Underwritten Public Offering number of shares of Common Stock proposed to be offered by the HolderCompany or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights on parity with the Holders with respect to such offering), and would materially adversely affect such offering, then the denominator Company shall include in such Piggyback Underwritten Offering, to the extent of which is the total number of securities which the Registrable Securities which all selling stockholders Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Section 2.5 Maximum Number of Shares”), shares of Common Stock in the following priority: (i) First, (A) if the Piggyback Underwritten Offering is for the account of the Company, all shares of Common Stock that the Company proposes to include for its own account (the “Company Securities”) or, (B) if the Piggyback Underwritten Offering is for the account of any other Persons who have or have been granted registration rights (including any Crestone Holders or any Tap Rock Holders), all shares of Common Stock that such Persons propose to include (the “Other Securities”); (ii) Second, (A) if the Piggyback Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less than the Section 2.5 Maximum Number of Shares, the shares of Common Stock requested to be included in such by the Holder and holders of any other shares of Common Stock requested to be included by Persons having rights of registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance on parity with the above provisionsHolders with respect to such offering, pro rata among the Company may round Holders and such other holders based on the number of shares allocable of Common Stock each requested to be included and, (B) if the Piggyback Underwritten Offering is for the account of any such person other Persons who have or have been granted registration rights, to the nearest 100 shares. If extent that the number of Other Securities is less than the Section 2.5 Maximum Number of Shares, the shares of Common Stock requested to be included by the Crestone Holders pursuant to the Crestone RRA (the “Crestone Holder disapproves of Securities”); and (iii) Third, if the terms Piggyback Underwritten Offering is for the account of any such underwritingother Persons who have or have been granted registration rights, it may elect to withdraw therefrom by written notice to the Company and extent that the managing underwriter, delivered not number of Other Securities plus the Crestone Holder Securities is less than seven days before the effective date Section 2.5 Maximum Number of Shares, the Underwritten Public Offering. Any shares of Common Stock requested to be included by the Registrable Securities excluded or withdrawn from Holders and holders of any other shares of Common Stock requested to be included by Persons having rights of registration on parity with the Underwritten Public Offering shall be withdrawn from Holders with respect to such registrationoffering, pro rata among the Holders and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period holders based on the number of time as the underwriters may requireshares of Common Stock each requested to be included.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject If prior to Paragraph 3(bthe second anniversary of the LLC Closing, the LLC or its successor (the "Company") proposes to register under the Securities Act (a "Proposed Registration") the LLC equity interests or shares of common stock or other securities into which such equity interests have been exchanged in a reorganization (the "Securities") in connection with the initial public offering of such Securities (other than a registration on Form S-4 or any successor form), the Company will (i) shall, at such time, promptly give to the Holder undersigned written notice of such Proposed Registration. The undersigned shall have ten (10) days from its receipt of such notice to deliver to the Company a written request specifying the amount of Securities purchased pursuant to this Subscription Agreement or acquired upon exercise of Warrants purchased pursuant to this Subscription Agreement (including any registration relating Securities received in a reorganization) that the undersigned intends to an Underwritten Public Offeringsell (the "Registrable Securities") and the undersigned's intended method of distribution. Upon receipt of such request, and (ii) include in such registration (and related qualification the Company shall use reasonable commercial efforts to cause all Registrable Securities which the Company has been requested to register to be registered under blue sky laws the Securities Act to the extent necessary to permit their sale or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed disposition in accordance with the terms intended method of this Agreement within 30 days after distribution specified in the request of the undersigned; provided, however, that the Company shall have the right, prior to the date the applicable registration statement becomes effective, to postpone or withdraw any Proposed Registration without obligation to the undersigned. If the Proposed Registration involves an underwriting, the Company shall not be required to include any Registrable Securities in the underwritten portion of such written notice from the Companyoffering. (b) The right In connection with the registration of Registrable Securities pursuant to this Agreement, the Company shall: (i) subject to subsection (iv), keep a registration statement covering Registrable Securities effective until the earliest of (A) one year after the effective date thereof, (B) the sale of all Registrable Securities covered by the registration statement, or (C) the date on which all the remaining Registrable Securities can be immediately sold to the public without registration; (ii) prepare and file with the Commission such amendments and supplements to a registration statement covering Registrable Securities and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Holder Securities Act and the rules and regulations thereunder to maintain the effectiveness of the registration statement; (iii) furnish to the undersigned such number of copies of the prospectus included in a registration statement covering Registrable Securities as the undersigned may reasonably request in order to facilitate the disposition of the undersigned's Registrable Securities; (iv) notify the undersigned promptly upon the occurrence of any event or circumstance that, in the reasonable judgment of the Company, makes it necessary or appropriate to amend or supplement the prospectus included in a registration statement covering Registrable Securities, and promptly prepare, file and furnish to the undersigned a reasonable number of copies of such a supplemented or amended prospectus; provided, however, that the Company may delay preparing, filing and distributing any such supplement or amendment if the Company determines that such supplement or amendment could (i) interfere with or adversely affect the negotiation or completion of a transaction that is being contemplated by the Company or (ii) involve initial or continuing disclosure obligations that are not in the best interests of the Company's equityholders at such time; provided, further, that (x) the Company will give notice of any such delay prior to such delay, (y) such delay shall not extend for a period of more than sixty (60) days without the written consent of the undersigned and (z) the Company may utilize such delay no more than twice in any period of 365 consecutive days; and (v) use reasonable commercial efforts to prevent the issuance of any stop order or other order suspending the effectiveness of a registration statement covering Registrable Securities and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify the undersigned of the issuance of such order and the resolution thereof. (c) In connection with any registration of the Registrable Securities, the undersigned shall: (i) furnish to the Company such information regarding itself and the intended method of disposition of Registrable Securities as the Company shall reasonably request in order to effect the registration thereof; and (ii) upon receipt of any notice from the Company of the issuance of a stop order or a notice under Section 6(b)(iv), immediately discontinue disposition of Registrable Securities pursuant to the Registration Rights applicable registration statement until withdrawal of the stop order or receipt of the amended or supplemented prospectus, as the case may be. (d) With a view to making available to the undersigned the benefits of Rule 144 under the Securities Act ("Rule 144"), the Company agrees that after it becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, and until the second anniversary of the purchase of the Units, it shall make available adequate public information, as that term is defined in Rule 144. (e) Expenses incurred by the Company in connection with the registration of Registrable Securities, including registration fees, printer costs, accounting fees and the fees and disbursements of counsel for the Company, shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering borne by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the The Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior responsible for underwriting discounts and commissions payable with respect to 60 days after Registrable Securities or fees and expenses for attorneys or other advisors to the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireundersigned.

Piggyback Registration Rights. With respect (i) If the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the 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 Purchaser, which notice shall be held in strict confidence by Purchaser 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 the proposed timing and plan of distribution for such Piggyback Underwritten Offering, and of such Purchaser’s rights under this paragraph (j). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing). Purchaser shall then have five Business Days after the date on which Purchaser received notice pursuant to this paragraph (j) 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 Purchaser). If no request for inclusion from Purchaser is received within such period, Purchaser shall have no further right to participate in such Piggyback Underwritten Offering. Subject to subparagraphs (iii) and (iv) below, the Company shall use its reasonable best efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by Purchaser; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this paragraph (j) and prior to the Piggyback ------------------------------- Registration Rightsexecution of an underwriting agreement or other contract for sale with respect thereto, the parties agree Company or such other Persons who have or have been granted registration rights, as follows: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 determination to Purchaser (which Purchaser will hold in strict confidence) and (A) in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Company to pay the registration expenses in connection therewith), and (B) in the case of a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as the delay in including the shares of Common Stock to be sold for the Company’s account or for the account of such other Persons who have or have been granted registration rights, as applicable. (aii) Subject Purchaser shall have the right to Paragraph 3(bwithdraw its request for inclusion of its Registrable Securities in any Piggyback Underwritten Offering at any time prior to the execution of an underwriting agreement or other contract for sale with respect thereto by giving written notice to the Company, following which Purchaser shall no longer be entitled to participate in such Piggyback Underwritten Offering. (iii) If a Piggyback Underwritten Offering is initiated as a primary Underwritten Offering on behalf of the Company and the managing underwriters advise the Company and Purchaser (if Purchaser has elected to include Registrable Securities in such Piggyback Underwritten Offering) that in their opinion the number of shares of Common Stock proposed to be included in such offering exceeds the number of shares of Common Stock which can be sold in such offering without materially jeopardizing the success of the offering (including the price per share of the shares of Common Stock proposed to be sold in such offering), the Company will (i) promptly give to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) shall include in such registration Piggyback Underwritten Offering (A) first, the number of shares of Common Stock that the Company proposes to sell and related qualification under blue sky laws (B) second, the number of shares of Common Stock requested to be included therein by Purchaser (or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the extent any Affiliate Transferee acquires any Registrable Securities in a transaction pursuant to paragraph (m) hereof and such Affiliate Transferee has elected to include Registrable Securities in such Piggyback Underwritten Offering, pro rata among Purchaser and all such Affiliate Transferees on the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation basis of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in therein by all such registration holders or as such holders and the Company may otherwise agree). (iv) If a Piggyback Underwritten Public Offering by the Holderis initiated as an Underwritten Offering on behalf of a holder or holders of shares of Common Stock other than Purchaser, and the denominator of which is managing underwriters advise the total Company that in their opinion the number of the Registrable Securities which all selling stockholders shares of the Company have requested Common Stock proposed to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round exceeds the number of shares allocable of Common Stock which can be sold in such offering without materially jeopardizing the success of the offering (including the price per share of the shares of Common Stock to be sold in such offering), then the Company shall include in such Piggyback Underwritten Offering (A) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration, (B) second, the number of shares of Common Stock requested to be included therein by other holders of shares of Common Stock including Purchaser or any Affiliate Transferees who acquire any Registrable Securities in a transaction pursuant to paragraph (m) hereof (if Purchaser or any such person Affiliate Transferee has elected to include Registrable Securities in such Piggyback Underwritten Offering), pro rata among such other holders on the basis of the number of shares of Common Stock requested to be included therein by such other holders or as such other holders and the Company may otherwise agree and (C) third, the number of shares of Common Stock that the Company proposes to sell. (v) If any Piggyback Underwritten Offering is a primary or secondary Underwritten Offering, the Company shall have the right to select the managing underwriter or underwriters to administer such offering. (vi) Purchaser may not sell Registrable Securities in any Piggyback Underwritten Offering unless it (A) agrees to sell such Registrable Securities on the same basis provided in the underwriting or other distribution arrangements approved by the Company and, in the case of a Piggyback Underwritten Offering that is initiated as an Underwritten Offering on behalf of holder(s) other than Purchaser, such other holder(s), and that apply to the nearest 100 shares. If Company and/or any other holders involved in such Piggyback Underwritten Offering and (B) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockups (it being agreed that Purchaser shall not be required to enter into any lockup unless the Holder disapproves Company and each other participant in such Piggyback Underwritten Offering enter into a lockup of equal duration and providing for a pro rata release to Purchaser if any other Person is released from its lockup) and other documents required under the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requirearrangements.

Piggyback Registration Rights. With respect If the Company proposes to register in an underwritten offering any of its shares of Common Stock under the Securities Act for sale to the Piggyback ------------------------------- Registration Rightspublic (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement on Form S-0, X-0 or another form not available for registering the parties agree as follows: (a) Subject Registrable Securities for sale to Paragraph 3(bthe public, or in connection with an Underwritten Demand Statement), each such time it will give written notice to each Holder. Upon the written request of any of such Holders, given within 10 Business Days after receipt by such Person of such notice, the Company will shall, subject to the limits contained in this Section 6, use its commercially reasonable efforts to cause all Registrable Securities requested by such Holders to be registered under the Securities Act and qualified for sale under any state securities or “blue sky” law, to the extent required to permit the sale of their Registrable Securities in such underwritten public offering; provided, however, that if the managing underwriter or underwriters of such offering reasonably determine in writing that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter or underwriters; provided, however, that securities shall be excluded in the following sequence: (i) promptly give first, shares of Common Stock held by any stockholders not having rights to include such shares in the Holder written notice of any registration relating to an Underwritten Public Offering, and underwritten public offering; (ii) second, shares of Common Stock held by stockholders having contractual, incidental “piggy back” rights to include such shares in such registration the underwritten public offering other than Registrable Securities and Prior Registrable Securities; (iii) third, Registrable Securities and related qualification under blue sky laws or other compliancePrior Registrable Securities; and (iv) such fourth, shares of Common Stock sought to be registered by the Company for its own account. If there is a reduction of some but not all of the Holder's number of shares pursuant to clauses (i) through (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of securities held by the holders in the applicable category and subject to the priorities set forth in the preceding sentence). Additionally, the Company shall not be required to register any Registrable Securities as are specified in pursuant to this Section 6 unless the Holder's written request or requests, mailed in accordance with Holders of such Registrable Securities accept the terms of this Agreement within 30 days after the date of such written notice from underwriting agreed upon between the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, Company and the inclusion of underwriters selected by the Registrable Securities in Company (or by other persons entitled to select the underwriters). All Holders proposing to distribute their securities through such underwriting shall be limited to the extent provided herein. The Holder shall (together with the CompanyCompany and any other stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireunderwriters.

Piggyback Registration Rights. With respect Whenever the Corporation shall determine to make application to register or qualify equity securities under the Securities Act and under the securities laws of any state, it will, upon each such determination, promptly give Subscriber written notice of its intention in that regard. If the registration or qualification of Shares is then possible under the then applicable law and regulations of the Securities and Exchange Commission or other governmental agency substituted therefor ("SEC"), or of any state, and if Subscriber shall, within 30 days after receipt of such notice, so request in writing, subject to the Piggyback ------------------------------- Registration Rightslimitations contained herein, the parties agree as followsCorporation will at the time of making such application, also register the Shares owned by Subscriber which were purchased hereunder and/or upon exercise of the Warrants (also "Restricted Shares") under the Securities Act and, register or qualify such Restricted Shares under such state laws (the "Piggyback Right"); provided that: (a) Subject Subscriber shall only have the right to Paragraph 3(b), include Restricted Shares in a registration by the Company will (i) promptly give to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company.Corporation one time; (b) The right if the offering is to be through prospective underwriters selected by the Corporation, registration of the Holder to registration pursuant Restricted Shares shall be on the terms and subject to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion conditions of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form negotiated with such prospective underwriters, and on the condition that the Subscriber shall pay its proportionate share of any costs and expenses, including any underwriting discounts or commissions; or (c) if equity securities are to be offered on behalf of the Corporation, the Subscriber shall agree with the managing underwriter selected for Corporation not to offer the Underwritten Public Offering Restricted Shares covered by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times for a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered period not less than seven exceeding 90 days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after following the effective date of the Registration Statement; or (d) if, in connection with an offering by the Subscriber, in the opinion of the prospective managing underwriter it is necessary to decrease the number of Restricted Shares included in the Registration Statement relating theretopursuant to registration rights under this Section 4, or such other shorter period the Subscriber will have the number of time as Restricted Shares registered on its behalf reduced in proportion to the underwriters may requirereduction in the number of shares registered on behalf of the Corporation.

Piggyback Registration Rights. With respect Section 2.1 of the Lock-Up Agreement is hereby amended in its entirety, to the Piggyback ------------------------------- Registration Rights, the parties agree read as follows: (a) Subject Whenever STAFFMARK believes that it may file the Primary Registration Statement, STAFFMARK shall give each of the STOCKHOLDERS prompt written notice of its intent to Paragraph 3(b)do so. Upon the written request of any of the STOCKHOLDERS given within thirty (30) days after receipt of such notice, STAFFMARK shall cause to be included on the Company will Primary Registration Statement all of the StaffMark Stock owned by the Stockholders immediately prior to the IPO ("Registrable Securities") which any such STOCKHOLDER requests; provided, however, that STAFFMARK shall have the right in its sole discretion to reduce the number of Registrable Securities under all or any combination of the scenarios in (i)-(iv) below, in the aggregate or as to certain STOCKHOLDERS, as follows: (i) promptly give in the opinion of tax counsel to STAFFMARK or its independent accountants, jeopardize the Holder written notice status of any registration relating to an Underwritten Public Offering, the transactions contemplated by the Amended Agreement and by the Registration Statement as a tax-free reorganization; (ii) include if STAFFMARK is advised in such registration (and related qualification under blue sky laws or other compliance) such writing in good faith by the managing underwriter of the Holder's Registrable Securities as are specified in Primary Registration Statement that the Holder's written request or requestsnumber of securities to be sold by persons other than STAFFMARK is greater than the number of shares which can be offered without adversely affecting the closing of the Primary Registration Statement public offering, mailed in accordance with STAFFMARK may reduce pro rata the terms number of this Agreement within 30 days after shares offered for the date accounts of such written notice from persons (based upon the Companynumber of shares held by such person) to a number deemed satisfactory by such managing underwriter; provided, however, that such reduction shall first be made by reducing the number of shares to be sold by persons other than STAFFMARK, and the FOUNDING COMPANY HOLDERS or persons with registration rights equal to those of the FOUNDING COMPANY HOLDERS. FOUNDING COMPANY HOLDERS other than pursuant to a REORGANIZATION AGREEMENT shall not be included in determining the pro rata number of shares which can be offered by other FOUNDING COMPANY HOLDERS or persons with registration rights equal in right to those of the FOUNDING COMPANY HOLDERS. (biii) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to event the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision amount of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwrittenincluded on the Primary Registration Statement for each Stockholder Affiliate exceeds the Stockholder Affiliate Amount applicable to such Stockholder Affiliate, unless the managing underwriter may limit some or Primary Registration Statement is declared effective by the SEC subsequent to the first day of the Window Period, in which case, this limitation shall not apply; and/or (iv) in the event the aggregate amount of Registrable Securities for all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested Stockholder Affiliates to be included in such registration and on the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Primary Registration Statement relating theretoexceeds the Stockholder Affiliate Aggregate Amount, or such other shorter period of time as unless the underwriters may require.Primary Registration Statement is declared

Piggyback Registration Rights. With respect If the Guarantor files with the Securities and Exchange Commission (the "SEC") a registration statement (the "Registration Statement"), other than a registration statement on Forms S-4 or S-8 or any successor form, under the Securities Act of 1933, as amended (the "Act") to register its equity securities for sale to the Piggyback ------------------------------- Registration Rightspublic, it shall notify the parties agree as follows: Holder at least ten (a10) Subject to Paragraph 3(b), the Company will (i) promptly give days prior to the Holder written notice filing of any registration relating the Registration Statement and will offer to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws the Registration Statement all or other compliance) such any portion of the Registrable Securities. At the written request of the Holder, delivered to the Guarantor within ten (10) days after receipt of the Guarantor's notice, the Holder shall state the number of Registrable Securities that it wishes to register under the Registration Statement. The Guarantor will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to cause the Registration Statement to be declared effective as are specified in promptly as practicable. In that regard, the Holder's written request Guarantor makes no representations or requests, mailed in accordance with warranties as to its ability to have the terms of this Agreement within 30 days after Registration Statement declared effective. In the date of such written notice from event the Company. (b) The right Guarantor is advised by the staff of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwritingSEC, and any exchange including Nasdaq or any self-regulatory or state securities agency that the inclusion of the Registrable Securities will prevent, preclude or materially delay the effectiveness of a Registration Statement filed, the Guarantor, in the underwriting shall be limited good faith, may amend such Registration Statement to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of exclude the Registrable Securities without otherwise affecting the Holder's rights to be underwrittenhave the Registrable Securities included in any other Registration Statement hereunder. Notwithstanding the foregoing, the managing underwriter may limit some or Guarantor shall not be required to include the Registrable Securities in a Registration Statement pursuant to this Agreement if, in the opinion of counsel for the Guarantor, all of the Registrable Securities that proposed to be disposed of may be included in transferred pursuant to an exemption under the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person Act or transferred pursuant to the nearest 100 shares. If provisions of Rule 144 under the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireAct.

Piggyback Registration Rights. With respect The Company hereby agrees with the Holders that at any time after the Closing Date, if the Company shall determine to proceed with the Piggyback ------------------------------- Registration Rights, actual preparation and filing of a new registration statement under the parties agree as follows: Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than (a) Subject to Paragraph 3(ba registration statement on Form X-0, X-0 or other limited purpose form or (b) any registration under Section 6.2 or 6.3 of this Agreement), the Company will (i) promptly give to the Holder written notice of any registration relating its determination to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of all Holders. Upon the Holder's Registrable Securities as are specified in the Holder's written request or requestsfrom any Holders (the “Requesting Piggyback Holders”), mailed in accordance with the terms of this Agreement within 30 18 days after the date their receipt of any such written notice from the Company. (b) The right , the Company will, except as herein provided, cause all of the Holder Total Subscriber Shares covered by such request (the “Requested Piggyback Shares”) held by the Requesting Piggyback Holders to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Piggyback Shares; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration initiated by the Company under this Section 6.4 so long as the expense of such withdrawn registration shall be borne by the Company up to an amount of US$10,000. If any registration pursuant to the Registration Rights this Section 6.4 shall be conditioned upon underwritten in whole or in part, the Holder's participation in such underwriting, and Company may require that the inclusion of the Registrable Securities Requested Piggyback Shares be included in the underwriting shall be limited to on the extent provided hereinsame terms and conditions as the securities otherwise being sold through the underwriters. The Holder shall (together with In such event, the Company) enter into Requesting Piggyback Holders shall, if requested by the underwriters, execute an underwriting agreement in customary form with the managing underwriter selected for or underwriters. If in the Underwritten Public Offering 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 successful marketing of the securities offered by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities shares of Requested Piggyback Shares otherwise to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the underwritten public offering may be reduced pro rata (by number of shares) among the Registrable Securities that may be 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 excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Piggyback Shares is included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the underwritten public offering, those shares of Requested Piggyback Shares which are thus excluded from the Registrable Securities of all selling stockholders underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is willing necessary in order to include effect the underwritten public offering. Registration pursuant to this Section 6.4 shall not be deemed to be a demand registration as described in such registration and the Underwritten Public Offering times a fraction, the numerator of which is Section 6.2 above. There shall be no limit on the number of times the Registrable Securities requested Requesting Piggyback Holders may request registration of Requested Piggyback Shares under this Section 6.4. The Company’s obligations under this Section 6.4 shall not apply to be included in such registration and Ordinary Shares held by a Holder after the Underwritten Public Offering by earlier of (a) five (5) years from the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of this Agreement or (b) the Underwritten Public Offering. Any of the Registrable Securities excluded date that such shares held by a Holder have been sold pursuant to Rule 144 or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the an effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireregistration statement.

Piggyback Registration Rights. With respect The Company hereby agrees with the Holders that at any time after the Closing, if the Company shall determine to proceed with the Piggyback ------------------------------- Registration Rights, preparation and filing of a new registration statement under the parties agree as follows: Securities Act in connection with a proposed offer and sale of any of its securities by it or any of its security holders (other than (a) Subject to Paragraph 3(b)a registration statement on Form X-0, X-0 or other limited purpose form, the Company will (i) promptly give to the Holder written notice of any registration relating its determination to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of all Holders. Upon the Holder's Registrable Securities as are specified in the Holder's written request or requestsfrom any Holders (the “Requesting Piggyback Holders”), mailed in accordance with the terms of this Agreement within 30 10 days after the date their receipt of any such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or Company will, except as herein provided, cause all of the Registrable Securities that may be included in Shares covered by such request (the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering “Requested Piggyback Shares”) held by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested Requesting Piggyback Holders to be included in such registration and statement, all to the Underwritten Public Offering extent requisite to permit the sale or other disposition by the Holderprospective 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 in connection with an underwritten offering by the Company or its securities, the Company may require that the Requested Piggyback Shares be included in the underwriting on the same terms and conditions as the denominator securities otherwise being sold through the underwriters. In such event, the Requesting Piggyback Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling shareholders; provided, that the representations by the Requesting Piggyback Holders shall be limited to matters relating to its ownership or the Shares being registered and related matters. If the managing underwriter of which is such public offering advises the total Company that the inclusion of any or all of the Requested Piggyback Shares would reduce the number of shares to be offered by the Registrable Securities which all selling stockholders Company or interfere with the successful marketing of the Company have requested securities offered by the Company, the number of shares of Requested Piggyback Shares otherwise to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company underwritten public offering may round the be reduced pro rata (by number of shares allocable to any such person shares) among the Requesting Piggyback Holders and all other holders of piggyback registration rights with respect to the nearest 100 sharesCompany’s shares who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. If the Holder disapproves of the terms of any such underwriting, it may elect Registration pursuant to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and this Section 4.02 shall not be transferred 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 public distribution prior to 60 days Holder after the effective earlier of (a) three (3) years from the date of this Agreement, (b) the Registration Statement relating theretodate that such shares held by a Holder have been sold pursuant to Rule 144 or an effective registration statement, or and (c) such other shorter period of time as the underwriters may requiresuch shares held by a Holder are eligible for immediate resale pursuant to Rule 144.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(b)The Company will promptly notify the Management Stockholder in writing (a "Notice") of any proposed registration (a "Proposed Registration") in connection with any offering of shares of Common Stock held by the Partnership or NXS or their affiliates. If within 2 business days of the receipt by the Management Stockholder of such Notice, the Company receives from the Management Stockholder, the Management Stockholder's Estate or the Management Stockholder's Trust a written request (a "Request") to register and sell shares of Stock held by the Management Stockholder, the Management Stockholder's Estate or the Management Stockholder's Trust (which Request to register and sell will (i) promptly give be irrevocable regardless of the final offering price and underwriters discounts, unless otherwise mutually agreed to in writing by the Holder written notice Management Stockholder and the Company), shares of any registration relating to an Underwritten Public OfferingStock will be so registered and sold as provided in this Section 8; PROVIDED, and (ii) include in HOWEVER, that for each such registration (and related qualification under blue sky laws statement only one Request, which shall be executed by the Management Stockholder, the Management Stockholder's Estate or other compliance) such of the HolderManagement Stockholder's Registrable Securities Trust, as are specified in the Holdercase may be, may be submitted for all registrable securities held by the Management Stockholder, the Management Stockholder's written request Estate or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the CompanyManagement Stockholder's Trust. (b) The right maximum number of the Holder to registration shares of Stock which will be registered pursuant to a Request will be the Registration Rights lowest of (i) the number of shares of Stock then held by the Management Stockholder (which for purposes of this subparagraph (b) shall be conditioned upon include shares held by the HolderManagement Stockholder's participation in such underwritingEstate or a Management Stockholder's Trust), and including all shares of Stock which the inclusion of the Registrable Securities in the underwriting shall be limited Management Stockholder is then entitled to acquire under an unexercised Option to the extent provided herein. The Holder shall then vested and exercisable or (together ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata with all Other Management Stockholders) as more fully described in subsection (c) of this Section 8 or (iii) the Companymaximum number of shares which the Management Stockholder and all Other Management Stockholders (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested be registered) enter into are permitted to register under the 2000 Registration Rights Agreement. (c) If a Proposed Registration involves an underwriting agreement in customary form with underwritten offering and the managing underwriter selected for advises the Underwritten Public Offering Company that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered to the public as contemplated by the Company. Notwithstanding any other provision , then the Company will include in the Proposed Registration (i) first, 100% of this Agreementthe shares of Stock the Company proposes to sell and (ii) second, if to the managing underwriter determines that marketing factors require a limitation extent of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities Stock requested to be included in such registration and which, in the Underwritten Public Offering by opinion of such managing underwriter, can be sold without having the Holderadverse effect referred to above, and the denominator of which is the total number of shares of Stock which the Registrable Securities which all selling stockholders of stockholders, including without limitation, the Company Management Stockholder and Other Management Stockholders, have requested to be included in the Proposed Registration, such registration and amount to be allocated pro rata among all requesting selling stockholders on the Underwritten Public Offering. To facilitate basis of the allocation relative number of shares of Stock then held by each such selling stockholders (provided that any shares thereby allocated to any such selling stockholders that exceed such selling stockholder's request will be reallocated among the remaining requesting selling stockholders in accordance a like manner). (d) Upon delivering a Request, the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 8 (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the above provisions, custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder's behalf with respect to the matters specified therein. (e) The Management Stockholder agrees that he or she will execute such other agreements as the Company may round reasonably request to further evidence the number provisions of shares allocable this Section 8. (f) Notwithstanding anything herein to the contrary, the Committee acting in its sole discretion may elect not to notify any Management Stockholder of a Proposed Registration or may elect not to include any Management Stockholder's Stock in the Proposed Registration notwithstanding Management Stockholder's Request and absent an indication from the managing underwriters that inclusion of such Management Stockholder's Stock in the Proposed Registration will have an adverse effect on the offering; PROVIDED HOWEVER that should the Committee elect not to provide notice of a Proposed Registration to such Management Stockholder or not to include any such person Stock in the Proposed Registration, the Committee shall cause the Company to the nearest 100 shares. If the Holder disapproves of the terms of offer to purchase such Stock from any such underwriting, it may elect Management Stockholder at the price that the Management Stockholder would have received had he received notice of and/or elected to withdraw therefrom by written notice to participate in the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireProposed Registration.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject If the Company shall determine to Paragraph 3(b)register any of its securities either for its own account or the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating to a corporate reorganization or other transaction on Form S-4, or a registration on any registration form that does not permit secondary sales, the Company will will: (i) promptly give to the Holder written notice notify all Purchasers of any registration relating to an Underwritten Public Offering, and such determination; and (ii) use its best efforts to include in such registration (and any related qualification qualifications under applicable blue sky laws or other compliancestate securities laws), except as set forth in subsection (b) such of below, and in any underwriting involved therein, the Holder's Registrable Securities as are Warrant Shares specified in the Holder's a written request or requests, mailed in accordance with requests made by any Purchaser and received by the terms of this Agreement Company within 30 twenty (20) days after the date of such written notice from the Company described in clause (i) above is delivered by the Company. Such written request may specify all or a part of a Purchaser’s Warrant Shares. (b) The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Purchasers as a part of the written notice given pursuant to subsection (a)(i), above. In such event, the right of the Holder any Purchaser to registration pursuant to the Registration Rights this section shall be conditioned upon the Holder's such Purchaser’s participation in such underwriting, underwriting and the inclusion of the Registrable Securities such Purchaser’s Warrant Shares in the underwriting shall be limited to the extent provided herein. The Holder All Purchasers proposing to distribute their securities through such underwriting shall (together with the CompanyCompany and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreementsection, if the managing underwriter determines representative of the underwriters advises the Company in writing that marketing factors require a limitation of on the number of the Registrable Securities securities to be underwritten, the managing underwriter representative may (subject to the limitations set forth below) exclude all Warrant Shares from, or limit some or the number of Warrant Shares to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the Registrable Securities securities that may are entitled to be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder underwriting shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of allocated first to the Company which the managing underwriter is willing to include for securities being sold for its own account and thereafter as set forth in Section 1.12 hereof. If any person who has requested inclusion in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested as provided above does not agree to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw such person shall be excluded therefrom by written notice to from the Company and or the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offeringrepresentative. Any of the Registrable Securities Warrant Shares or other securities excluded or withdrawn from the Underwritten Public Offering such underwriting shall be withdrawn from such registration. If securities are so withdrawn from the registration and if the number of securities to be included in such registration was previously reduced as a result of marketing factors, and then the Company shall not offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of securities so withdrawn, with such securities to be transferred allocated among such persons requesting additional inclusion in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireaccordance with this section.

Piggyback Registration Rights. With respect Each time that Synagro proposes to register any Common Stock for its own account under the Securities Act for a public offering for cash, other than a registration relating to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(b), the Company will offering or issuance of shares in connection with (i) promptly employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 or Form S-1 under the Securities Act (or a successor to Form S-4 or Form S-1) (any such offering or issuance being an "Exempt Offering"), Synagro will give to the Holder Stockholders written notice of any its intent to do so (a "Registration Notice") at least 20 days prior to the filing of the related registration relating statement with the Commission. Such notice shall specify the approximate date on which Synagro proposes to an Underwritten Public Offering, file such registration statement and (ii) include shall contain a statement that the Stockholders are entitled to participate in such registration (offering and related qualification under blue sky laws or other compliance) such shall set forth the number of shares of Registrable Common that represents the best estimate of the Holder's Registrable Securities as are specified lead managing underwriter (or if not known or applicable, Synagro) that will be available for sale by the Stockholders in the Holder's written request or requestsproposed offering. If Synagro shall have delivered a Registration Notice, mailed the Stockholders shall be entitled to participate on the same terms and conditions as Synagro in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder public offering to registration pursuant to which the Registration Rights Notice relates (except that the underwriter shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of have no over-subscription rights on the Registrable Securities in the underwriting shall be limited Common) and to offer and sell shares of Registrable Common therein only to the extent provided hereinin this Section 2. The Holder Stockholders shall (together with notify Synagro no later than ten days following receipt of the Company) enter into an underwriting agreement Registration Notice of the aggregate number of shares of Registrable Common that the Stockholders then desires to sell in customary form with the offering. The Stockholders may include shares of Registrable Common in the registration statement relating to the offering, to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by Synagro to be included therein. If the lead managing underwriter selected by Synagro for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreementa public offering (or, if the managing underwriter offering is not underwritten, a financial advisor to Synagro) determines that marketing factors require a limitation of on the number of the shares of Registrable Securities Common to be underwrittenoffered and sold in such offering, the managing underwriter may limit some or all of the Registrable Securities that may there shall be included in the registration and the Underwritten Public Offering as follows: the offering only that number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fractionCommon, the numerator of which is the number of the Registrable Securities if any, requested to be included in the offering that such registration lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the Underwritten Public Offering by the Holder, and the denominator of which is the total number success of the Registrable Securities which all selling stockholders of offering; and provided, further, that to the Company have requested to be included in such registration and extent the Underwritten Public Offering. To facilitate lead managing underwriter or the allocation of shares in accordance with the above provisions, the Company may round financial advisor limits the number of shares allocable Shares of Registerable Common to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwritingbe offered and sold in an offering, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall Common to be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require.included

Piggyback Registration Rights. With respect Whenever eVS proposes to register any Common Stock for eVS's own or others' account under the Piggyback ------------------------------- Registration RightsSecurities Act of 1933 (the "1933 Act") for a public offering for cash, the parties agree other than a registration relating to employee benefit plans, eVS shall give each holder of Registrable Securities (as follows: (ahereinafter defined) Subject to Paragraph 3(b), the Company will (i) promptly give to the Holder written notice of eVS's intent to do so. Upon the written request of any registration relating such holder given within thirty (30) days after receipt of such notice, eVS will use eVS's reasonable efforts to an Underwritten Public Offering, and (ii) include cause to be included in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that such holder requests to be registered. If eVS is advised in writing in good faith by any managing underwriter of the securities being offered pursuant to any registration statement under this Article 5 that the number of shares to be sold pursuant to such registration statement is greater than the number of such shares that can be offered without adversely affecting the offering, then eVS shall first register the shares sought to be registered by eVS for its own account; second, eVS shall register the number of shares offered for the account of the stockholders of eVS who are parties to a certain Registration Rights Agreement dated as of July 18, 1997, as amended, whereby such stockholders may exercise piggyback registration rights pursuant to Section 2(a) of such agreement (the "Existing Rights"); third, eVS shall resister as many of the shares of Registrable Securities as the underwriters will include in the registration, reducing pro rata the number of shares offered for the accounts of holders of Registrable Securities (based upon the number of Shares proposed to be sold pursuant to such registration statement by each such holder) to a number deemed satisfactory by such managing .underwriter if all of the Registrable Securities can not be included. In the event of such a limitation, shares of persons not having registration rights will not be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of statement unless all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such the registration and statement have been included. Following the Underwritten Public Offering by execution hereof, eVS agrees to use its commercially reasonable efforts to obtain the Holder, and the denominator of which is the total number consent of the holders of the Existing Rights to treat holders of Registrable Securities which all selling stockholders pari passu with the holders of Existing Rights for the purposes of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireunderwriter cutback provisions set forth above.

Piggyback Registration Rights. With respect Buyer shall have the right, for as long as any Shares are outstanding, to include all or any portion of the Piggyback ------------------------------- Registration Rightsshares of Common Stock underlying the Shares (collectively with any successor securities, the parties agree “Registrable Securities”) as follows: part of any other registration of securities filed by the Company (aother than in connection with a transaction contemplated by Rule 145(a) Subject promulgated under the Securities Act or pursuant to Paragraph 3(bForm S-8 or any equivalent form). In the event of such a proposed registration, the Company will shall furnish Buyer with not less than ten (i10) promptly give days’ written notice prior to the Holder written notice proposed date of any registration relating to an Underwritten Public Offering, and (ii) include in filing of such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written statement. Such notice from the Company. (b) The right of the Holder to Buyer shall continue to be given for each registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering statement filed by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or Company until such time as all of the Registrable Securities that have been sold by Buyer. The holders of the Registrable Securities shall exercise the piggy-back rights provided for herein by giving written notice, within five (5) days 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 and statement because, in such underwriter’s judgment, marketing or other factors make such limitation necessary to facilitate public distribution, then the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder Company shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing obligated to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number 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 be included inclusion of such securities in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of 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 5.15. Any holder of Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom such holder’s request for inclusion of Registrable Securities in any piggy-back registration by giving written notice to the Company and of such request to withdraw prior to the managing underwriter, delivered not less than seven days before the effective date effectiveness of the Underwritten Public Offeringregistration statement. Any The Company (whether in its own determination or as the result of a 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 5.15. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to this Section 5.15, including the reasonable and documented expenses (not to exceed $20,000) of a single legal counsel selected by the holders to represent them in connection with the sale of the Registrable Securities excluded Securities, but the holders shall pay any and all underwriting commissions or withdrawn from brokerage fees related to the Underwritten Public Offering Registrable Securities. The Company shall be withdrawn from such registration, and shall not be transferred in a public distribution prior use its commercially reasonable efforts to 60 days after the cause any registration statement filed pursuant this Section 5.15 to remain effective date of the Registration Statement relating thereto, or such other shorter period of time for as the underwriters may requirelong as any Shares are outstanding.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.04(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Company Common Stock for its own account (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder, 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 Company 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) (a “Piggyback Notice”); 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 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 three 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 (the “Piggyback Notice Response Period”) 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 the Piggyback Notice Response 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 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 2.04(a) and prior to the execution of an underwriting agreement with respect thereto, the Company shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such determination to the Piggybacking Holders (which such Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by same period as the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included delay in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of including the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested Common Stock to be included in such registration and sold for the Underwritten Public Offering by Company’s account. 8 Note to Draft: To be the Holder, and 180th day following Closing. 9 Note to Draft: To be the denominator of which is 180th day following Closing. 10 Note to Draft: To be the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require180th day following Closing.

Piggyback Registration Rights. With respect to Effective upon the Piggyback ------------------------------- Registration Rights, date of this Agreement and until the parties agree as followsfirst occurrence of a Qualified Public Offering: (a) Subject The Management Stockholder hereby agrees to Paragraph 3(bbe bound by all of the terms, conditions and obligations of the piggyback registration rights contained in Section 5.4 of the Investor Stockholder Agreement (the “Piggyback Registration Rights”), as in effect on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed in writing to be bound), and, if the Company will is selling stock, shall have all of the rights and privileges of a “Holder” (ias defined in the Investor Stockholders Agreement) promptly give with respect to Piggyback Registration Rights (including, without limitation, the right to participate in the Qualified Public Offering and any rights to indemnification and/or contribution from the Company and/or the Investors), in each case as if the Management Stockholder were an original party (other than the Company) to the Holder written notice of Investor Stockholder Agreement, subject to applicable and customary underwriter restrictions; provided, however, that at no time shall the Management Stockholder have any rights to request registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such Section 5.3 of the Holder's Investor Stockholders Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Investor Stockholder Agreement unless the Management Stockholder consents in writing thereto provided that such consent will not be unreasonably withheld. All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Securities Securities” as are specified defined in the Holder's written request or requests, mailed Investor Stockholder Agreement. (b) In the event of a sale of Common Stock by the Company in accordance with the terms of this Agreement the Investor Stockholder Agreement, the Company will promptly notify the Management Stockholder in writing (a “Notice”) of any proposed registration (a “Proposed Registration”). If within 30 fifteen (15) days after of the date receipt by the Management Stockholder of such written notice Notice, the Company receives from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (bc) The right maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised portion of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited Options to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering then exercisable, multiplied by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of shares of Stock being sold by the Registrable Securities Company and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Company and the denominator of which is the aggregate number of shares of Stock owned by the Company and any investment partnerships and investment limited liability companies investing with the Company or (ii) the maximum number of shares of Stock which the Company can register in connection with such Request in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section or (iii) the maximum number of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the Piggyback Registration Rights. (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration and which, in the Underwritten Public Offering by opinion of such managing underwriter, can be sold without having the Holderadverse effect referred to above, and the denominator of which is the total number of shares of Stock which the Registrable Securities which selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors, the Management Stockholder and all selling stockholders of Other Management Stockholders (together, the Company “Holders”) have requested to be included in the Proposed Registration, such registration and amount to be allocated pro rata among all requesting Holders on the Underwritten Public Offering. To facilitate basis of the allocation relative number of shares of Stock then held by each such Holder (including upon exercise of any exercisable portion of the Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in accordance like manner). (e) Upon delivering a Request the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the above provisions, custodian and attorney-in-fact named therein a certificate or certificates (to the extent applicable) representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein. (f) The Management Stockholder agrees that he/she will execute such other agreements as the Company may round reasonably request to further evidence the number provisions of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requirethis Section.

Piggyback Registration Rights. With respect to Effective upon the Piggyback ------------------------------- Registration Rights, date of this Agreement and until the parties agree as followslater of (i) the first occurrence of a Qualified Public Offering and (ii) the fifth anniversary of the Effective Date: (a) Subject The Management Stockholder hereby agrees to Paragraph 3(bbe bound by all of the terms, conditions and obligations of the piggyback registration rights contained in Section 2 of the Registration Rights Agreement (the “Registration Rights Agreement”) entered into by and among the Company and investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed in writing to be bound), and, if any of the Investors is selling stock, whether or not before the IPO Date (as defined in the Registration Rights Agreement), shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to participate in a public offering and any rights to indemnification and/or contribution from the Company will and/or the Investors), in each case as if the Management Stockholder were an original party (iother than the Company) promptly give to the Holder written notice of Registration Rights Agreement, subject to applicable and customary underwriter restrictions; provided, however, that at no time shall the Management Stockholder have any rights to request registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such Section 3 of the Holder's Registration Rights Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the Registration Rights Agreement unless the Management Stockholder consents in writing thereto provided that such consent will not be unreasonably withheld. All Stock purchased or held by the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Securities Securities” as are specified defined in the Holder's written request or requests, mailed Registration Rights Agreement. (b) In the event of a sale of Common Stock by any of the Investors in accordance with the terms of this Agreement the Registration Rights Agreement, the Company will promptly notify the Management Stockholder in writing (a “Notice”) of any proposed registration (a “Proposed Registration”). If within 30 fifteen (15) days after of the date receipt by the Management Stockholder of such written notice Notice, the Company receives from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 9; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (bc) The right maximum number of the Holder to registration shares of Stock which will be registered pursuant to a Request will be the Registration Rights shall be conditioned upon lowest of (i) the Holder's participation in such underwritingnumber of shares of Stock then held by the Management Stockholder Entities, and including all shares of Stock which the inclusion of the Registrable Securities in the underwriting shall be limited Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering then exercisable, multiplied by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of shares of Stock being sold by the Registrable Securities selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors and the denominator of which is the aggregate number of shares of Stock owned by the selling Investors and any investment partnerships and investment limited liability companies investing with the selling Investors or (ii) the maximum number of shares of Stock which the Company can register in the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section 9). (d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company, then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in such registration and which, in the Underwritten Public Offering by opinion of such managing underwriter, can be sold without having the Holderadverse effect referred to above, and the denominator of which is the total number of shares of Stock which the Registrable Securities which selling Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the selling Investors, the Management Stockholder and all selling stockholders of Other Management Stockholders (together, the Company “Holders”) have requested to be included in the Proposed Registration, such registration and amount to be allocated pro rata among all requesting Holders on the Underwritten Public Offering. To facilitate basis of the allocation relative number of shares of Stock then held by each such Holder (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in accordance like manner). (e) Upon delivering a Request the Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 9 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will deliver to and deposit in custody with the above provisions, custodian and attorney-in-fact named therein a certificate or certificates (to the extent applicable) representing such shares of Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein. (f) The Management Stockholder agrees that he will execute such other agreements as the Company may round reasonably request to further evidence the number provisions of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requirethis Section 9.

Piggyback Registration Rights. With respect (a) If Xxxxxxx intends to register under the Act any shares of Common Stock for public sale, including without limitation any registration pursuant to its obligations under Section 1 of the Holders' Registration Rights Agreement, Xxxxxxx shall give Xxxxxx fifteen business days prior written notice of the proposed registration. Xxxxxx shall then have ten business days to inform Xxxxxxx of Xxxxxx'x desire to have all or a portion of the Registrable Shares included in the registration statement covering such shares (a "Piggyback --------- Registration Statement") (such registration hereinafter referred to as a ---------------------- "Piggyback Registration"), and any participation of Xxxxxx and the Holders ----------------------- therein shall be subject to the Piggyback ------------------------------- Registration Rights, the parties agree as followsfollowing limitations and exceptions: (a) Subject to Paragraph 3(b), the Company will (i) promptly give Xxxxxxx shall have no obligation to include any of Xxxxxx'x Registrable Shares in a Piggyback Registration Statement for an underwritten offering unless Xxxxxx (x) agrees that such Registrable Shares shall be included in the underwriting on the same terms and conditions applicable to the Holder written notice other Class A Stock included in such Registration Statement and (y) completes and executes all questionnaires, powers of any registration relating to an Underwritten Public Offeringattorney, indemnities, underwriting agreements and other documents reasonably requested under the terms of the underwriting; (ii) include if the offering is underwritten and the managing underwriter determines and advises Xxxxxxx that the inclusion in the Piggyback Registration Statement of all or a portion of the Registrable Shares sought to be included by Xxxxxx, together with all or a portion of the Holders' Registrable Shares sought to be included by the Holders, would, in the opinion of the managing underwriter, (x) interfere with the successful marketing of the offering or (y) adversely affect the price of the offering, then there shall be included in such registration Piggyback Registration Statement only that number of Registrable Shares and Holders' Registrable Shares, if any, as the managing underwriter shall deem advisable, and in allocating such number of Registrable Shares and Holders' Registrable Shares between Xxxxxx, on the one hand, and the Holders, on the other hand, (and related qualification under blue sky laws or other complianceA) such there shall first be included in the Piggyback Registration Statement all of the Holder's Registrable Securities Shares requested to be included by Xxxxxx or such lesser number of the Registrable Shares as are specified the managing underwriter shall deem advisable, with priority over any of the Holders' Registrable Shares requested to be included by such Holders; and (B) thereafter, to the extent the managing underwriter shall deem advisable, there may be included in the Holder's written request Piggyback Registration Statement any of the Holders' Registrable Shares requested to be included by such Holders; and (iii) Xxxxxxx shall have no obligation to include any Registrable Shares in the Piggyback Registration Statement if (x) the shares of Class A Stock are being registered pursuant to Commission Form S-8 or requestsequivalent form, mailed or (y) the shares of Class A Stock being registered are to be used to consummate an acquisition or are related to obligations assumed in accordance connection with the terms of this Agreement within 30 days after the date of such written notice from the Companyan acquisition. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion If any of the Registrable Securities Shares are included in the underwriting a Piggyback Registration, Xxxxxxx shall be limited to the extent provided herein. The Holder shall (together comply with the Companyrequirements of Sections 2(b) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering and ------------- 2 (c) Xxxxxxx may abandon a Piggyback Registration at any time pursuant to a resolution duly adopted by the Company. Notwithstanding any other provision Xxxxxxx'x Board of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireDirectors.

Piggyback Registration Rights. With respect The individuals named in Schedule 4.01 (Holder) are granted right to Piggyback on a firm commitment underwriting of DESIGN securities for three (3) years with the Piggyback ------------------------------- Registration Rights, the parties agree shares set forth beside their names as follows: (a1) Subject to Paragraph 3(b), the Company DESIGN will (i) promptly give to the Holder written notice of any registration relating to an Underwritten Public Offering, a firm commitment public offering of DESIGN securities; and (ii) include in such registration (and related qualification under blue sky laws or other compliance) , unless such expense or terms of such qualification is unreasonable in comparison to the Holder's Registrable number of securities to be registered in such jurisdiction, as determined in the sole discretion of DESIGN), and in the underwriting involved therein, all the Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement herein within 30 days after the date of such written notice from the CompanyDESIGN. (b2) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder and all other holders proposing to distribute their securities through such underwriting shall (together with DESIGN and the Companyother holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering such underwriting by the CompanyDESIGN. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities shares to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering underwriting as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering underwriting by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders shareholders of the Company DESIGN which the managing underwriter is willing to include in such registration and the Underwritten Public Offering underwriting, times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering underwriting by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders shareholders of the Company DESIGN have requested to be have included in such registration and the Underwritten Public Offeringunderwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company DESIGN may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, underwriting it may elect to withdraw therefrom by written notice to the Company DESIGN and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offeringdate. Any of the Registrable Securities excluded or securities withdrawn from such underwriting by the Underwritten Public Offering Holder shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 120 days after the effective date of the Registration Statement registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(b), the The Company will (i) promptly give shall notify Xxxxxx in writing at least 20days prior to the Holder written notice initial filing of any registration relating Eligible Registration Statement under the Securities Act and shall afford Xxxxxx an opportunity to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws statement all or other compliance) such part of the Holder's Registrable Securities as are specified Common Stock which may be then held by Xxxxxx. If Xxxxxx desires to include in any such registration statement all or any part of the Holder's written request or requestsCommon Stock which may be then held by him, mailed in accordance with the terms of this Agreement Xxxxxx shall, within 30 15 days after the date of such written above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Common Stock by Xxxxxx. If Xxxxxx decides not to include all of his Common Stock in any registration statement thereafter filed by the Company, Xxxxxx shall nevertheless continue to have the right to include any Common Stock in any subsequent Eligible Registration Statement or Eligible 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. (b) The If the Eligible Registration Statement under which the Company gives notice under this Section 2.2 is for an underwritten offering, the Company shall so advise Xxxxxx. In such event, the right of the Holder Xxxxxx to be included in a registration pursuant to the Registration Rights this Section 2.2 shall be conditioned upon the Holder's Gerard’s participation in such underwriting, underwriting and the inclusion of the Registrable Securities Gerard’s Common Stock in the underwriting shall be limited to the extent provided herein. The Holder If Xxxxxx proposes to distribute his Common Stock through such underwriting, he shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for the Underwritten Public Offering such underwriting by the Company. Notwithstanding any other provision of this the Agreement, if the managing underwriter determines in its reasonable opinion that marketing factors require a limitation of the number of the Registrable Securities shares to be underwritten, the managing underwriter may limit some or all number of the Registrable Securities shares that may be included in the registration underwriting shall be allocated: first, to the Company; and second, pro rata, to Xxxxxx and other holders, if any, included in the Underwritten Public Offering as follows: underwritten offering who have a contractual right to an allocation of the number of the Registrable Securities that selling stockholder shares which may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 sharesunderwriting. If the Holder Xxxxxx disapproves of the terms of any such underwriting, it Xxxxxx may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven at least 10 business days before prior to the effective date of the Underwritten Public Offeringregistration statement. Any of the Registrable Securities Common Stock excluded or withdrawn from the Underwritten Public Offering such underwriting shall be excluded and withdrawn from the registration. (c) The Company shall have the right to terminate, suspend or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not Xxxxxx has elected to include securities in such registration, and . The Registration Expenses of such withdrawn registration shall not be transferred borne by the Company in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireaccordance with Section 2.3 hereof.

Piggyback Registration Rights. With respect (i) Whenever the Company proposes to register any of its securities under the Securities Act, either pursuant to an underwritten primary registration on behalf of the Company or pursuant to an underwritten secondary registration on behalf of a holder or holders of the Company s securities (other than on Form S-0, Xxxx X-0 or any successor form) and the registration form to be used may be used for the registration of any Registrable Securities (a Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bRegistration), the Company will (i) promptly give to the Holder prompt written notice to each holder of any Registrable Securities of its intention to effect such a registration relating to an Underwritten Public Offering, and (ii) will include in such registration all Registrable Securities (subject to, and related qualification under blue sky laws or other compliancein accordance with, the priorities set forth in Section 6(b)(ii) such hereof), with respect to which the Company has received written requests for inclusion within ten (10) days after delivery of the Holder's Company s notice to each holder of Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the CompanySecurities. (bii) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with If the managing underwriter selected for underwriter(s) advise the Underwritten Public Offering by the Company. Notwithstanding any other provision of this AgreementCompany in writing that in their opinion, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and exceeds the Underwritten Public Offering number which can be sold in such offering without adversely affecting the marketability or pricing thereof, the Company will include in such registration up to an aggregate amount determined advisable by such underwriter(s): (i) first, any shares of Common Stock that the Company desires to register; (ii) second, any shares of Common Stock requested to be registered by the Holder, holder(s) of Common Stock pursuant to which the Registration Statement is being filed and to which the denominator holders of which is Registrable Securities hereunder are receiving Piggyback Registration; and (iii) pro rata among the total holders of Registrable Securities on the basis of the number of the Registrable Securities which all selling stockholders of the Company have are requested to be included in such registration and registered hereunder. (iii) Notwithstanding anything herein to the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisionscontrary, the Company may round the number of shares allocable withdraw any registration statement referred to in this Section 6(b) at any such person time in its sole discretion without thereby incurring any liability to the nearest 100 shares. If the Holder disapproves holders of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireSecurities.

Piggyback Registration Rights. With respect Subject to Section 2.04(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the 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 $5,000,000 of Registrable Securities calculated based on the Registrable Securities Amount, 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 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 ------------------------------- Registration RightsUnderwritten 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 parties agree 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 follows: is requested pursuant to clause (ai) 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 Paragraph 3(bSection 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 determination to the Piggybacking Holders (which such Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by same period as the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included delay in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of including the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested Common Stock to be included in such registration and sold for the Underwritten Public Offering by Company’s account or for the Holder, and the denominator account of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time Persons who have or have been granted registration rights, as the underwriters may requireapplicable.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.4(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of 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 any Opt-Out Holder), which notice 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 2.4(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). 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 will 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 determination to the Piggybacking Holders and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as are specified the delay in including the Holder's written request shares of Common Stock to be sold for the Company’s account or requests, mailed in accordance with for the terms of this Agreement within 30 days after the date account of such written notice from the Companyother Persons who have or have been granted registration rights, as applicable. (b) The Each Piggybacking Holder shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the withdraw its request for inclusion of the its Registrable Securities in the underwriting shall be limited any Piggyback Underwritten Offering at any time prior to the extent provided herein. The Holder shall (together with the Company) enter into execution of an underwriting agreement in customary form with respect thereto by giving written notice to the managing underwriter selected for Company of its request to withdraw. (c) If the Managing Underwriter of the Piggyback Underwritten Public Offering by shall inform the Company. Notwithstanding any other provision Company of this Agreement, if the managing underwriter determines its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and Piggyback Underwritten Offering, when added to the Underwritten Public Offering number of shares of Common Stock proposed to be offered by the HolderCompany or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights with respect to such offering), would materially and adversely affect such offering, then the denominator Company shall include in such Piggyback Underwritten Offering, to the extent of which is the total number of securities which the Registrable Securities which all selling stockholders Company is so advised can be sold in such offering without so materially adversely affecting such offering (the “Section 2.4 Maximum Number of Shares”), shares of Common Stock in the following priority: (i) if the Piggyback Underwritten Offering is initiated for the account of the Company: (1) first, the Company Securities, (2) second, to the extent that the number of Company Securities is less than the Section 2.4 Maximum Number of Shares, the Holder Securities and the Other Holder Securities proposed to be included, pro rata among the Holders and the Other Holders based on the number of shares of Common Stock each requested to be included, and (3) third, to the extent that the number of Company Securities plus the number of Holder Securities and Other Holder Securities proposed to be included is less than the Section 2.4 Maximum Number of Shares, the shares of Common Stock that other Persons who have or have been granted registration rights propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such registration and Persons with respect to such Piggyback Underwritten Offering); (ii) if the Piggyback Underwritten Public Offering. To facilitate Offering is initiated on or before the allocation third (3rd) anniversary of shares in accordance with the above provisionsClosing Date for the account of any Other Holder(s): (1) first, the Company may round Other Holder Securities for whose account the Piggyback Underwritten Offering is initiated, pro rata among such Other Holders based on the number of shares allocable of Common Stock each requested to any such person be included, (2) second, to the nearest 100 shares. If extent that the number of securities of the Other Holders covered in Section 2.4(c)(ii)(1) is less than the Section 2.4 Maximum Number of Shares, the Holder disapproves Securities and any Other Holder Securities for whose account the Piggyback Underwritten Offering was not initiated, pro rata among such Holders and Other Holders based on the number of shares of Common Stock each requested to be included, (3) third, to the extent that the number of securities of the terms Other Holders covered in Section 2.4(c)(ii)(1) and the Holders and Other Holders covered in Section 2.4(c)(ii)(2) is less than the Section 2.4 Maximum Number of Shares, the shares of Common Stock that other Persons who have or have been granted registration rights propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), and (4) fourth, to the extent that the number of Other Holder Securities covered in Section 2.4(c)(ii)(1), Holder Securities and Other Holder Securities covered in Section 2.4(c)(ii)(2) and the shares of Common Stock that such other Persons covered in Section 2.4(c)(ii)(3) is less than the Section 2.4 Maximum Number of Shares, any Company Securities; (iii) if the Piggyback Underwritten Offering is initiated on or before the third (3rd) anniversary of the Closing Date for the account of any other Persons who have or have been granted registration rights (excluding the Other Holders): (1) first, the Holder Securities and Other Holder Securities, pro rata among such underwritingHolders or Other Holders based on the number of shares of Common Stock each requested to be included, (2) second, it may elect to withdraw therefrom by written notice to the Company extent that the number of securities of such Holders or Other Holders covered in Section 2.4(c)(iii)(1) is less than the Section 2.4 Maximum Number of Shares, the shares of Common Stock that other Persons who have or have been granted registration rights propose to include, pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), and (3) third, to the extent that the number of Holder Securities, Other Holder Securities and the managing underwriter, delivered not shares of Common Stock that such other Persons covered in Section 2.4(c)(iii)(2) is less than seven days before the effective date Section 2.4 Maximum Number of Shares, any Company Securities; or (iv) if the Piggyback Underwritten Offering is initiated after the third (3rd) anniversary of the Underwritten Public Offering. Any Closing Date for the account of any other Persons who have or have been granted registration rights (including the Registrable Securities excluded or withdrawn from Other Holders): (1) first, the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date shares of the Registration Statement relating thereto, or Common Stock that such other shorter period Persons propose to include, pro rata among such other Persons based on the number of time shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may be provided for in the underwriters instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), (2) second, to the extent that the number of shares of Common Stock proposed to be included by such other Persons is less than the Section 2.4 Maximum Number of Shares, the Holder Securities and the Other Holder Securities proposed to be included (to the extent not covered in Section 2.4(c)(iv)(1)), pro rata among the Holders and Other Holders based on the number of shares of Common Stock each requested to be included, (3) third, to the extent that the number of shares of Common Stock proposed to be included by such other Persons plus the number of Holder Securities and Other Holder Securities proposed to be included is less than the Section 2.4 Maximum Number of Shares, the shares of Common Stock that other Persons who have or have been granted registration rights propose to include (to the extent not covered by Section 2.4(c)(iv)(1)), pro rata among such other Persons based on the number of shares of Common Stock each requested to be included (or on such other basis of allocation among such other Persons as may requirebe provided for in the instruments governing the registration rights of such Persons with respect to such Piggyback Underwritten Offering), and (4) fourth, to the extent that the number of shares of Common Stock proposed to be included by such other Persons plus the number of Holder Securities and Other Holder Securities and the shares of Common Stock covered in Section 2.4(c)(iv)(3) proposed to be included is less than the Section 2.4 Maximum Number of Shares, any Company Securities.

Piggyback Registration Rights. With respect (i) Whenever the Company proposes to register any of its securities under the Piggyback ------------------------------- Registration RightsSecurities Act, either pursuant to an underwritten primary registration on behalf of the parties agree as follows: Company or pursuant to an underwritten secondary registration on behalf of a holder or holders of the Company's securities (a) Subject to Paragraph 3(bother than on Form S-1, Form S-1 or any successor form), the Company will (i) promptly give to the Holder prompt written notice to each holder of any capital stock or other securities issued or issuable as a result of or in connection with any stock dividend, stock split or reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange, distribution or similar transaction ("Registrable Securities"), including the Share Recipient of its intention to effect such a registration relating to an Underwritten Public Offering, and (ii) will include in such registration all Registrable Securities, including the Shares, if legally permissible, the registration form shall be used for the registration of any Registrable Securities, including the Shares (and related qualification under blue sky laws or other compliancea "Piggyback Registration"), with respect to which the Company has received written requests for inclusion within ten (10) such days after delivery of the HolderCompany's notice to each holder of Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the CompanySecurities. (bii) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with If the managing underwriter selected for underwriter(s) advise the Underwritten Public Offering by the Company. Notwithstanding any other provision of this AgreementCompany in writing that in their opinion, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and exceeds the Underwritten Public Offering number which can be sold in such offering without adversely affecting the marketability or pricing thereof, the Company will include in such registration up to an aggregate amount determined advisable by such underwriter(s): (i) first, any shares of Common Stock that the Company desires to register; (ii) second, any shares of Common Stock requested to be registered by the Holder, holder(s) of Common Stock pursuant to which the Registration Statement is being filed and to which the denominator holders of which is Registrable Securities hereunder are receiving Piggyback Registration; and (iii) pro rata among the total holders of Registrable Securities on the basis of the number of the Registrable Securities which all selling stockholders of the Company have are requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireregistered hereunder.

Piggyback Registration Rights. With respect If at any time the Company shall determine to register under the Piggyback ------------------------------- Registration RightsSecurities Act (including pursuant to a demand of any security holder of the Company exercising registration rights) any of its Common Stock (except securities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely pursuant to employee benefit plans eligible for registration on SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), it shall send to Macerich and to each of the parties agree as follows: Holder(s) written notice of such determination at least thirty (a30) Subject days prior to Paragraph 3(b)each such filing and, if within twenty (20) days after receipt of such notice, any Holder shall so request in writing, the Company will (i) promptly give to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing use its best efforts to include in such registration and statement (to the Underwritten Public Offering times a fractionextent permitted by applicable regulation) all or any part of the Warrant Securities, whether or not vested pursuant to the terms of the Warrant (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 numerator managing underwriter shall impose a limitation on the amount of which is 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 the Registrable Securities with respect to which such Holder has requested inclusion hereunder and (ii) such Holder's pro rata share, expressed as a percentage, of the sum of all Registrable Securities permitted to be included in such registration registered and all other securities of the Underwritten Public Offering by Company, the Holder, and the denominator holders of which is the total number of the Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which all selling stockholders of the Company have requested to be are included in any underwritten offering under this Section 6.01 shall be sold upon such registration and terms as the Underwritten Public Offering. To facilitate the allocation 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 shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 sharesits securities. If the any Holder disapproves of the terms of any such underwriting, it such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Notwithstanding the provisions of this Section 6.01, delivered 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 less than seven days before to file any such proposed registration statement or to withdraw the same after the filing and prior to the effective date thereof. In exercising Holder's piggyback registration rights hereunder, Holder shall have the right to request the registration of the Underwritten Public Offering. Any of the any Registrable Securities excluded on a delayed or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred continuous basis using a shelf registration statement in a public distribution prior to 60 days after the effective date lieu of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireparticipating in any underwritten offering.

Piggyback Registration Rights. With 3.1. If the Company proposes to file a registration statement under the Securities Act with respect to any proposed public offering by the Company or by any holders of Common Stock (i) prior to the Registration Period, and the Company reasonably expects such registration statement to be declared effective during the Registration Period, or (ii) during the Registration Period, the Company shall, not later than 30 days prior to the proposed date of filing of such registration statement with the SEC under the Securities Act, give written notice (a “Filing Notice”) of the proposed filing to each Holder, which notice shall describe in detail the proposed registration and distribution (including those jurisdictions where registration under the securities or blue sky laws is intended) . During the Registration Period, each Holder may elect, by written notice to the Company (which notice shall specify the aggregate number of Registrable Securities proposed to be offered and sold by such Holder pursuant to such Registration Statement, the identity of the proposed seller thereof, and a general description of the manner in which such person intends to offer and sell such Registrable Securities) given within 15 days after receipt of the Filing Notice from the Company, to have any or all of the Registrable Securities owned by such Holder included in such Registration Statement, and the Company shall include such Registrable Securities in such Registration Statement. If the Managing Underwriter(s) or Underwriters (in the case of an underwritten registration) or the Company (in the case of a nonunderwritten registration covering a primary offering by the Company) should reasonably object to the exercise of the Piggyback ------------------------------- Registration RightsRights with respect to such Registration Statement, then in the parties agree as followsdiscretion of the Company, either: (a) Subject to Paragraph 3(b), the Company will (i) promptly give Registrable Securities of the Selling Holders shall nevertheless be included in such Registration Statement subject to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws condition that the Selling Holders may not offer or other compliance) such of the Holder's sell their Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms included therein for a period of this Agreement within 30 up to 90 days after the initial effective date of such written notice from Registration Statement, whereupon the Company.Company shall be obligated to file one or more post-effective amendments to such Registration Statement to permit the lawful offer and sale of such Registrable Securities for a reasonable period thereafter beginning at the end of such lock-up period and continuing for such period, not exceeding 120 days, as may be necessary for the Selling Holders, Underwriters and selling agents to dispose of such Registrable Securities; or (b) The right if the Managing Underwriter(s) (in the case of an underwritten registration) or the Company (in the case of a nonunderwritten registration covering a primary offering by the Company) should reasonably determine that the inclusion of such Registrable Securities, notwithstanding the provisions of the Holder to registration pursuant to preceding clause (i), would materially and adversely affect the Registration Rights shall be conditioned upon the Holder's participation offering contemplated in such underwritingRegistration Statement, and the based on such determination recommends inclusion in such Registration Statement of fewer or none of the Registrable Securities of the Holders, then (x) if the Managing Underwriter(s) or the Company, as applicable, recommends the inclusion of fewer Registrable Securities, the number of Registrable Securities of the Holders included in such Registration Statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the underwriting shall be limited to registration), or (y) if the extent provided herein. The Holder shall (together with Managing Underwriter(s) or the Company) enter into an underwriting agreement in customary form with , as applicable, recommends the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision inclusion of this Agreementnone of such Registrable Securities, if the managing underwriter determines that marketing factors require a limitation of the number none of the Registrable Securities of the Holders shall be included in such Registration Statement. 3.2. Unless otherwise required by law, rule or regulation, if Registrable Securities owned by Holders who have made the election provided in Section 3.1 are included in such Registration Statement, the Company shall bear and pay all fees, costs, and expenses incident to such inclusion, including, without limitation, registration fees, exchange listing fees and expenses, legal fees of Company counsel (including blue sky counsel), printing costs and costs of any regular audits or accounting fees. Each Selling Holder shall pay all underwriting discounts and commissions with respect to its Registrable Securities included in the Registration Statement, as well as fees or disbursements of counsel, accountants or other advisors for the Selling Holder and all internal overhead and other expenses of the Selling Holder or transfer taxes. 3.3. The rights of the Holders under this Section 3 are solely piggyback in nature, and nothing in this Section 3 shall prevent the Company from reversing a decision to file a Registration Statement or from withdrawing any such Registration Statement before it has become effective. 3.4. The Holders shall have the right, at any time during the Registration Period, to exercise their Piggyback Registration Rights pursuant to the provisions of this Section 3 on any number of occasions that the Company shall determine to file a registration statement. 3.5. The Piggyback Registration Rights granted pursuant to this Section 3 shall not apply to (a) a registration relating solely to employee stock option, purchase or other employee plans, (b) a registration related solely to a dividend reinvestment plan or (c) a registration on Form S-4 or Form S-8 or any successor Forms thereto. 3.6. In the event that there is a reduction in the number of Registrable Securities to be underwrittenincluded in a registration statement to which Holders have exercised Piggyback Registration Rights, the managing underwriter may limit some or Company shall so advise all Holders participating that the number of the securities of Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: shall be reduced pro rata among such Holders (based on the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in the registration); provided, however, that the percentage of the reduction of such Registrable Securities shall be no greater than the percentage reduction of securities of other selling securityholders who also have exercised piggyback registration rights pursuant to agreements other than this Agreement, as such percentage reductions shall be determined in the good faith judgment of the Company, which determination shall be based on the advice of the Managing Underwriter of the offering to the extent the offering is an underwritten offering. If Holders have exercised Piggyback Registration Rights with respect to a registration statement which is being filed as a result of the exercise of demand registration rights by other securityholders, the securityholders exercising their demand registration rights shall have the right, in the event of any reduction of securities covered by such registration and the Underwritten Public Offering by the Holderstatement, and the denominator to have all of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be their registrable securities included in such registration and statement before inclusion of any Registrable Securities of Holders exercising their Piggyback Registration Rights. Notwithstanding the Underwritten Public Offering. To facilitate foregoing, prior to any reduction of the allocation number of shares in accordance with the above provisionsRegistrable Securities of Holders exercising Piggyback Registration Rights hereunder, the Company may round shall first exclude securities held by persons not having any contractual registration rights. 3.7. The underwriter in any registration referred to in this Section 3 shall be chosen by the number of shares allocable to any such person to Company in its sole discretion, except in the nearest 100 shares. If the Holder disapproves of the terms case of any registration made at the request of a third party holding demand registration rights, in which case the underwriter will be selected as provided in any agreement relating to such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requiredemand registration rights.

Piggyback Registration Rights. With respect If at any time Chauncey ----------------------------- decides to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(b), the Company will (i) promptly give to the Holder written notice of any registration relating to an Underwritten make a Qualified Public Offering, other than an initial public offering, and proposes to file a registration statement for the public sale of any shares of Chauncey Common Stock, Chauncey shall, not later than thirty (ii30) include days prior to the initial filing of the registration statement, deliver notice of its intent to file such registration statement to Sylvan, setting forth the minimum and maximum proposed offering price, commissions, and discounts in connection with the offering, and other relevant information. Within twenty (20) days after receipt of notice of Chauncey's intent to file a registration statement, Sylvan shall be entitled to request the inclusion in such registration statement of any or all of Chauncey Common Stock owned by Sylvan (and related qualification under blue sky laws or other compliance) such of "Sylvan Registrable Securities"). Chauncey will use commercially reasonable efforts to cause the Holder's Sylvan Registrable Securities as are specified to be included in the Holder's written request or requestsoffering covered by such registration statement; provided, mailed in accordance with however, that if -------- ------- the terms of this Agreement within 30 days after Qualified Public Offering involves an underwriting, the date of such written notice from the Company. (b) The right of Sylvan to have the Holder to registration pursuant to Sylvan Registrable Securities included in the Registration Rights Qualified Public Offering under this Article 5 shall be conditioned upon the Holderon Sylvan's participation in such underwriting, the underwriting and the inclusion of the Sylvan Registrable Securities in the underwriting shall be limited to the extent provided hereinin this Article 5. The Holder shall (In this case, Sylvan shall, together with the Company) Chauncey, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for the Underwritten Public Offering by the CompanyChauncey. Notwithstanding any other provision provisions of this AgreementArticle 5, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities shares to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and event that the Underwritten Public Offering as follows: offering is not being underwritten, Chauncey determines in good faith that marketing factors require a limitation on the number of shares to be offered, the Registrable Securities that may number of shares to be included offered in the registration and the Underwritten Qualified Public Offering by shall not exceed such limitation and if the Holder shall be determined by multiplying the total number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing proposed to include in such registration be registered by Chauncey and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Sylvan Registrable Securities requested to be included as provided above exceeds such limitation, Chauncey shall be entitled to include in such registration the offering the full amount of shares to be sold on its behalf and Sylvan shall be entitled to sell up to the Underwritten Public Offering by the Holder, and the denominator of which is the total number remaining balance of the limitation in proportion, as nearly as practicable, to the respective amounts of Sylvan Registrable Securities which all selling stockholders Shares at the time of the Company have requested to be included in such registration and the Underwritten Qualified Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggyback Registration Rights. With respect If at any time Mtel LATAM ----------------------------- proposes to Register any of its Common Stock in connection with an IPO or, if at any time prior to the Piggyback ------------------------------- third anniversary of the closing of such IPO, Mtel LATAM proposes to effect a subsequent primary offering, whether or not for sale for its own account, in a manner which would permit the Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(b), the Company will (i) promptly give of Registrable Securities for sale to the Holder public under the Securities Act, Mtel LATAM will each time, subject to Section 6.1(c) hereof, give written notice to the Purchaser and Mtel International of any its intention to do so and of the Purchaser's and Mtel International's rights under this Article VI prior to the anticipated filing date of the registration statement relating to an Underwritten Public Offering, such Registration. Such notice shall offer the Purchaser and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of Mtel International the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing opportunity to include in such registration statement such number of Registrable Securities as the Purchaser and Mtel International may request. Upon the Underwritten Public Offering times a fractionwritten request of each of the Purchaser or Mtel International, as the numerator case may be, made within 20 Business Days after the receipt of Mtel LATAM's notice (which is request shall specify the number of Registrable Securities intended to be disposed of by the Purchaser or Mtel International, as the case may be), Mtel LATAM will use its reasonable best efforts to effect the Registration (and qualification under any applicable state securities or Blue Sky laws) of all Registrable Securities which Purchaser or Mtel International, as the case may be, shall have requested Registration thereof, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be included in Registered; provided that: -------- (a) if such registration and Registration involves an underwritten offering, the Underwritten Public Offering by Purchaser or Mtel International, as the Holdercase may be, and the denominator of which is the total number of the must sell its Registrable Securities to the underwriters selected by Mtel LATAM on the same terms and conditions as apply to Mtel LATAM or any other selling securityholder (or on equivalent terms and conditions, in the event that the Purchaser or Mtel International, as the case may be, holds different securities from those being sold by Mtel LATAM or such other selling securityholder), including, without limitation, executing and delivering such underwriting agreements or other related agreements to which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to Mtel LATAM or any such person other selling securityholder has agreed to the nearest 100 shares. If the Holder disapproves of the terms of execute and deliver; (b) if, at any such underwriting, it may elect to withdraw therefrom by time after giving written notice of its intention to the Company Register any securities pursuant to this Section 6.1 and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating theretostatement filed in connection with such Registration, Mtel LATAM shall determine for any reason not to Register such securities, Mtel LATAM shall give written notice to the Purchaser and Mtel International and, thereupon, shall be relieved of its obliga- tion to Register any Registrable Securities in connection with such Registration; (c) if a Registration pursuant to this Section 6.1 involves an underwritten offering, the Purchaser or Mtel International, as the case may be, or parties requesting to be included in such Registration may elect, in writing at least 10 days prior to the effective date of the Registration statement filed in connection with such Registration, not to Register such securities in connection with such Registration; and (d) Mtel LATAM shall not be required to effect any Registration of Common Stock under this Section 6.1 incidental to the Registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans, the Stock Option Plan or other shorter period executive or employee benefit or compensation plans (including, without limitation, any registration of time as the underwriters may requiresecurities on a Form S-4 or S-8 registration statement or any successor or similar forms).

Piggyback Registration Rights. With respect (i) If, at any time or from time to the Piggyback ------------------------------- Registration Rightstime, the parties agree as follows: Company shall determine to register any of its Common Stock, either for its own account or for the account of a security holder or holders, other than (aA) Subject a registration relating solely to Paragraph 3(b)stock option or employee benefit plans or (B) a registration relating solely to a transaction covered by Rule 145 under the Act, the Company will (iX) promptly give to the Holder Holders written notice of any registration relating to an Underwritten Public Offeringthereof, and (iiY) include in such registration (registration, and related qualification under blue sky laws or other compliance) such in any underwriting involved therein, all of the Holder's Registrable Securities as are specified in the Holder's a written request or requests, mailed in accordance with the terms of this Agreement requests made by a Holder or Holders within 30 ten (10) days after the date receipt of such written notice from the Company. (bii) The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holder as part of the written notice given pursuant to Paragraph (b)(i) of this Section 11. In such event, the right of the each Holder to registration pursuant to the Registration Rights this Section 11 shall be conditioned upon the such Holder's participation in such underwriting, underwriting and the inclusion of the Registrable Securities owned by such Holder in the underwriting shall be limited to the extent provided hereinunder this Section 11. The If a Holder proposes to distribute its Registrable Securities through such underwriting it shall (together with the CompanyCompany and any other holders of securities of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing or lead managing underwriter selected for the Underwritten Public Offering by the CompanyCompany in the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. Notwithstanding any other provision of this AgreementSection 11, if the managing or lead managing underwriter determines that marketing market factors require a limitation of that the number of the Registrable Securities and other securities requested to be underwrittenincluded in the registration be limited, the managing or lead managing underwriter may limit some or all reduce the number of Registrable Securities and securities of any other holders of securities to be included in the registration. If the registration includes an underwritten primary registration on behalf of the Registrable Securities Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in such registration by the Holders and the holders of any other securities pro rata according to the number of securities requested by the Holders and such holders to be included in the registration, and (ii) thereafter from the securities to be registered on behalf of the Company. If the registration consists only of any underwritten secondary registration on behalf of holders of securities of the Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the such registration by the Holders and any other holders of securities included in the registration other than pursuant to demand registration rights pro rata according to the number of securities requested by the Holders and such other holders to be included in the registration and (ii) thereafter from securities, if any, to be registered on behalf of holders of securities included in the registration pursuant to demand registration rights. The Company shall advise any Holders and other holders participating in such underwriting as to any such limitation and the number of shares that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 sharesunderwriting. If the a Holder disapproves of the terms of any such underwriting, it such Holder may elect to withdraw therefrom by written notice to the Company and the managing or lead underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering such underwriting shall be withdrawn from such the registration. (iii) IN ACCORDANCE WITH PARAGRAPH (b)(i) OF THIS SECTION 11, and shall not be transferred in THE COMPANY HEREBY GIVES NOTICE TO THE HOLDER OF THIS WARRANT THAT THE COMPANY HAS FILED A REGISTRATION STATEMENT ON FORM S-3 (THE "FORM S-3") WITH THE COMMISSION FOR THE REGISTRATION OF SHARES OF THE COMPANY'S COMMON STOCK, WHICH REGISTRATION STATEMENT HAS NOT YET BEEN DECLARED EFFECTIVE BY THE COMMISSION. SHOULD THE HOLDER OF THIS WARRANT ELECT TO INCLUDE THE REGISTRABLE SECURITIES IN SUCH REGISTRATION (SUCH REGISTRATION BEING HEREINAFTER REFERRED TO AS THE "FORM S-3 REGISTRATION") PURSUANT TO THIS SECTION 11, THEN THE HOLDER MUST DELIVER WRITTEN NOTICE OF SUCH ELECTION TO THE COMPANY IN ACCORDANCE WITH PARAGRAPH (b)(i) ABOVE. (iv) The Company may withdraw a public distribution registration for which registration rights have been exercised pursuant to this Section 11 at any time prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireit becomes effective.

Piggyback Registration Rights. With respect If at any time the Company determines to ----------------------------- register under the Securities Act (including pursuant to a demand of any security holder of the Company exercising registration rights), any of its Common Stock (except securities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely upon exercise of stock options, shares issuable solely pursuant to employee benefit plans or stock purchase plans, or shares to be registered on any registration form that does not permit secondary sales), it shall give to the Piggyback ------------------------------- Registration RightsRegistered Holder written notice of such determination at least fifteen (15) days prior to each such filing. If, within five (5) days after receipt of such notice, the parties agree as follows: (a) Subject to Paragraph 3(b)Registered Holder so requests in writing, the Company will use all commercially reasonable efforts to include all or any part of the Registered Holder's Warrant Shares purchased from time to time under the Warrant in such registration statement (to the extent permitted by applicable regulation) that the Registered Holder requests to be registered (the "Registrable Securities"); provided, however, (i) promptly give the number of shares of Registrable Securities may be reduced as required to first accommodate the Holder written notice registration of any the Company's Common Stock held by stockholders of the Company as of the date hereof that are entitled to registration relating to an Underwritten Public Offeringin such offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to event any registration pursuant to the Registration Rights this Section 2 shall be conditioned upon the Holder's participation be, in such underwritingwhole or in part, and the inclusion an underwritten public offering of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this AgreementCommon Stock, if the managing underwriter determines that marketing factors require a limitation of the number of the shares of Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration an underwriting may be reduced if and to the Underwritten Public Offering by extent that the Holder, and the denominator of which managing underwriter is the total number of the opinion that such inclusion would materially and adversely affect the marketing of the securities to be sold therein. Any Registrable Securities which all selling stockholders of the Company have requested to be are included in any underwritten public offering under this Section 2 will be sold upon such registration and terms as the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 sharesmanaging underwriters reasonably request. If the Registered Holder disapproves of the terms of any such underwriting, it the Registered Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Notwithstanding the foregoing provisions, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any Company may withdraw any registration statement referred to in this Section 2 without thereby incurring any liability to any holder of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireSecurities.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(b), the Company will (i) promptly If, during the Piggyback Registration Rights Period, Purchaser files a registration statement on any SEC Form other than Form S-4 or Form S-8 (or their respective successors) under the 1933 Act in which any shares of Common Stock other than Registerable Shares are to be sold, Purchaser will, prior to such filing, give written notice to the Holder written notice (at its last known business address) of any registration relating its intention to an Underwritten Public Offeringdo so and, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of upon the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder given within 10 business days after Purchaser provides such notice, Purchaser shall use its best efforts to registration pursuant cause all Registerable Securities which Purchaser has been requested to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering register by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration statement; provided, however, that if such registration statement pertains to an underwritten offering, then Purchaser shall have the right to postpone or withdraw any registration effected pursuant to this Section 11(b) without obligation to the Holder upon the advice of the managing underwriter that such postponement or withdrawal is in the best interests of Purchaser. (ii) In connection with any offering under this Section 11(b) involving an underwriting, Purchaser shall not be required to include any Registerable Shares in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon by Purchaser and the Underwritten Public Offering underwriter or underwriters selected by Purchaser (including, without limitation, terms regarding indemnification by selling shareholders and representations of selling shareholders). If in the Holder, and the denominator of which is the total number opinion of the Registrable Securities which managing underwriter the registration of all selling stockholders or part of the Company have Registerable Shares which the Holder has requested to be included could adversely affect such public offering, then Purchaser shall be required to include in the underwriting and in such registration statement only that number of Registerable Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect. It is understood that no such reduction shall be made with respect to any securities offered by Purchaser for its own account. (iii) In the case of any registration effected pursuant to this Section 11(b), the Holder shall bear (a) its pro rata portion of any underwriting discounts and commissions, (b) the Underwritten Public Offering. To facilitate the allocation fees and costs of shares its own counsel if such counsel is other than Purchaser's counsel, (c) all blue sky filing fees and related expenses incurred in accordance connection with the above provisions, Holder's desire to sell the Company may round Registerable Shares in any state where Purchaser does not intend to sell pursuant to such registration statement and (d) Holder's pro rata portion of any other offering expenses if required by the number securities laws of shares allocable to any such person to the nearest 100 shares. If state in which the Holder disapproves of desires to sell the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and Registerable Shares. (iv) It is understood that Purchaser shall not be transferred in a public distribution prior required to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requirefile more than one registration statement pursuant to this Section 11(b).

Piggyback Registration Rights. With respect (i) If, at any time or from time to the Piggyback ------------------------------- Registration Rightstime, the parties agree as follows: Company shall determine to register any shares of its Common Stock, either for its own account or for the account of a security holder or holders, other than (aA) Subject a registration relating solely to Paragraph 3(b)stock option or employee benefit plans or (B) a registration relating solely to a transaction covered by Rule 145 under the 1933 Act, the Company will (iX) promptly give to the Holder Holders written notice of any registration relating to an Underwritten Public Offeringthereof, and (iiY) include in such registration (and any related qualification under blue sky laws or other compliance) such state securities laws), and in any underwriting involved therein, all of the Holder's Registrable Securities as are specified in the Holder's a written request or requests, mailed in accordance with the terms of this Agreement requests made by a Holder or Holders within 30 twenty (20) days after the date receipt of such written notice from the Company. (bii) The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holder as part of the written notice given pursuant to Section 10(c)(i). In such event, the right of the each Holder to registration pursuant to the Registration Rights this Section 10(c) shall be conditioned upon the such Holder's participation in such underwriting, underwriting and the inclusion of the Registrable Securities owned by such Holder in the underwriting shall be limited to the extent provided hereinunder this Section 10(c). The If a Holder proposes to distribute its Registrable Securities through such underwriting it shall (together with the CompanyCompany and any other holders of securities of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing or lead managing underwriter selected for the Underwritten Public Offering by the CompanyCompany in the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. Notwithstanding any other provision of this AgreementSection 10(c), if the managing or lead managing underwriter determines that marketing market factors require a limitation of that the number of the Registrable Securities and other securities requested to be underwrittenincluded in the registration be limited, the managing or lead managing underwriter may limit some or all reduce the number of Registrable Securities and securities of any other holders of securities to be included in the registration. If the registration includes an underwritten primary registration on behalf of the Registrable Securities Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the such registration by the Holders and the holders of any other securities pro --- rata according to the number of securities requested by the Holders and such ---- holders to be included in the registration, and (ii) thereafter from the securities to be registered on behalf of the Company. If the registration consists only of any underwritten secondary registration on behalf of holders of securities of the Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the such registration by the Holders and any other holders of securities included in the registration other than pursuant to demand registration rights pro rata according to the number of securities requested by the Holders and such other holders to be included in the registration and (ii) thereafter from securities, if any, to be registered on behalf of holders of securities included in the registration pursuant to demand registration rights. The Company shall advise any Holders and other holders participating in such underwriting as to any such limitation and the number of shares that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 sharesunderwriting. If the a Holder disapproves of the terms of any such underwriting, it such Holder may elect to withdraw therefrom by written notice to the Company and the managing or lead underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering such underwriting shall be withdrawn from such the registration, and shall not be transferred in . (iii) The Company may withdraw a public distribution registration for which registration rights have been exercised pursuant to this Section 10(c) at any time prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireit becomes effective.

Piggyback Registration Rights. With respect (i) If the Company proposes to register any of its Common Shares under the Securities Act (other than a registration on Form S-8 or S-4 or any successor or similar forms), whether or not for sale for its own account, it shall at such time give prompt written notice at least 20 calendar days prior to the Piggyback ------------------------------- Registration Rightsanticipated filing date of the registration statement relating to such registration to the Covered Shareholders, which notice shall set forth such Covered Shareholders’ rights under this Section 2(b) and shall offer the parties agree Covered Shareholders the opportunity to include in such registration statement such number of Registrable Securities as follows: the Covered Shareholders may request. Upon the written request of any Covered Shareholder made within 15 calendar days of the notice from the Company (a) Subject which request shall specify the number of Registrable Securities such Covered Shareholder seeks to Paragraph 3(bregister), the Company will (i) promptly give shall use commercially reasonable efforts to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's all Registrable Securities as are specified in that the Holder's written request or requestsCompany has been so requested to register by any Covered Shareholder, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with requisite to permit the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number disposition of the Registrable Securities to be underwrittenso registered; provided, however, that (A) if such registration involves an underwritten Public Offering, the Participating Covered Shareholders must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company or other selling security holders, (B) if such registration does not involve an underwritten Public Offering, the Participating Covered Shareholders must sell their Registrable Securities in accordance with the plan of distribution set forth on Exhibit A and (C) if, at any time after giving written notice of its intention to register any Common Shares pursuant to this Section 2(b) and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such Common Shares, the Company shall give written notice to the Participating Covered Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. (ii) If a registration pursuant to this Section 2(b) involves an Underwritten Offering and the managing underwriter may limit some or all of thereof advises the Registrable Securities that may be included Company that, in the registration and the Underwritten Public Offering as follows: its view, the number of Common Shares that the Registrable Securities that may be included in the registration Company and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all Participating Covered Shareholders and other selling stockholders of the Company which the managing underwriter is willing security holders (if any) intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration only that number of Common Shares which does not exceed the Maximum Offering Size, in the following order of priorities: (1) first, all securities the Company proposes to sell for its own account and all securities that other holders of securities entitled to participate in the registration with a priority greater than the priority of the Covered Shareholders, in such priority among them as is agreed among the Company and such other holders of securities, (2) second, the Registrable Securities of the Participating Covered Shareholders and the Underwritten Public Offering times securities requested to be registered by other holders of securities entitled to participate in the registration having a fractionpriority equal to the priority of the Covered Shareholders, the numerator of which is drawn from them pro-rata based on the number of the Registrable Securities shares each has requested to be included in such registration and (3) third, the Underwritten Public Offering securities requested to be registered by other holders of securities entitled to participate in the Holder, and registration having a priority lower than the denominator of which is the total number priority of the Covered Shareholders, drawn from them in such amounts as may be agreed by such holders. (iii) If as a result of the proration provisions of this Section 2(b), the Participating Covered Shareholders are not entitled to include all Registrable Securities which all selling stockholders of the Company that they have requested to be included include in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisionsregistration, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it Participating Covered Shareholder may elect to withdraw therefrom its request to include any Registrable Securities in such registration. (iv) If any Participating Covered Shareholder decides not to include all of its Registrable Securities in any Registration Statement filed by written notice to the Company and but before such Registration Statement becomes effective, such Participating Covered Shareholder shall nevertheless continue to have the managing underwriterright under this Section 2(b) to include any Registrable Securities then held by it in any subsequent Registration Statement as may be filed by the Company with respect to offerings of its Common Shares. (v) Notwithstanding the foregoing, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of Company shall have no obligations under this Section 2(b) at any time that the Registrable Securities excluded or withdrawn from that the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred Participating Covered Shareholders seek to include in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period are the subject of time as the underwriters may requirean effective registration statement.

Piggyback Registration Rights. With If, Odetics proposes to register any of its Class A Common Stock or other securities under the Securities Act of 1933, as amended (the "Act"), in connection with the public offering of such securities solely for cash (other than an Excluded Registration as defined below), Odetics shall, at such time, promptly give Purchaser written notice of such registration. Upon the written request of Purchaser given within fourteen (14) days after Odetics gives such notice in accordance with Section 7 below, Odetics shall cause to be registered under the Act all of the Shares that Purchaser has requested to be registered, as well as shares of Odetics' Class A Common Stock acquired by Purchaser upon exercise of the Warrant to Purchase Common Stock issued to Purchaser on the date hereof (the "Warrant Shares" and together with the Shares, the "Registrable Shares"). Odetics shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration whether or not Purchaser has elected to include any Regsitrable Shares in such registration. Odetics shall bear and pay all expenses incurred in connection with any registration of the Registrable Shares with respect to any registrations required pursuant to this Section, including all filing and printing fees, Odetics' fees and expenses of Odetics counsel and auditors, costs associated with qualifying or registering the Registrable Shares for sale under applicable state securities laws, and Nasdaq or exchange listing fees. Notwithstanding the foregoing, Odetics shall not be responsible for any discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals with respect to the Piggyback ------------------------------- Registration Rights, Registrable Shares being sold. For the parties agree as follows: (a) Subject to Paragraph 3(b), the Company will (i) promptly give to the Holder written notice of any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision purposes of this Agreement, if an Excluded Registration shall include the managing underwriter determines that marketing factors require following: (i) a limitation registration relating solely to the sale of securities to participants in a Company stock plan, (ii) a registration on Form S-4 or any successor form relating to a merger, reorganization or acquisition, (iii) a registration on any form which does not include substantially the number of the Registrable Securities to same information as would be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested required to be included in such a registration and statement covering the Underwritten Public Offering by the Holder, and the denominator of which is the total number sale of the Registrable Securities Shares or (iv) a registration in which all selling stockholders the only Common Stock being registered is Common Stock issuable upon conversion of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requiredebt securities that are also being registered.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject Whenever the Company proposes to Paragraph 3(bpublicly sell in an underwritten offering or register for sale any of its equity securities pursuant to a registration statement (a “Piggyback Registration Statement”) under the Securities Act (other than a registration statement on Form S-8 or Form S-4, or, in each case, pursuant to any similar successor forms thereto), whether for its own account or for the account of one or more securityholders of the Company (a “Piggyback Registration”), the Company will (i) promptly shall give written notice to the Holder Shareholder at least Table of Contents fifteen (15) Business Days (or if such notice period is not practicable under the circumstances, the Company shall use its reasonable best efforts to provide the maximum prior written notice as is reasonably practicable under the circumstances, but in no event less than ten (10) Business Days) prior to the initial filing of such Piggyback Registration Statement or the date of the commencement of any registration relating such offering of its intention to an Underwritten Public Offeringeffect such sale or registration, including the anticipated filing date of the Piggyback Registration Statement, the estimated number, and the class, of shares of equity securities to be included in such Piggyback Registration Statement, the proposed method of distribution, the proposed managing underwriter or underwriters (iiif any) and a good faith estimate by the Company of the proposed minimum offering price of such securities and, subject to Section 3.2(b) and Section 3.2(c), shall include in such registration Piggyback Registration Statement all Registrable Securities (and related qualification under blue sky laws or other complianceincluding any Registrable Securities held by any Controlled Affiliate) such of the Holder's Registrable Securities as same class of the securities that are specified in being registered and that are the Holder's subject of the offering with respect to which the Company has received a written request or requests, mailed from the Shareholder for inclusion therein within five (5) Business Days of the Shareholder’s receipt of the Company’s notice. The Shareholder agrees to provide the Company with such information promptly in accordance connection with a Piggyback Registration as may be reasonably requested by the Company to ensure that the Piggyback Registration Statement complies with the terms requirements of this Agreement within 30 days after applicable Law. The Company may postpone or withdraw the date filing or the effectiveness of such written notice from a Piggyback Registration at any time in its sole discretion, without prejudice to the CompanyShareholder’s right to immediately request a Demand Registration hereunder. (b) The right If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwritingCompany, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for advises the Underwritten Public Offering by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines Company that marketing factors require a limitation of in its reasonable opinion the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities equity securities requested to be included in such registration and exceeds the Underwritten Public Offering by number that can be sold in such offering without having an adverse effect on the Holderprice or success of such offering, and then the denominator of which is Company shall include in such registration the total maximum number of shares that such underwriter advises in good faith can be so sold without having such adverse effect, allocated (i) first, to the Registrable Securities which all selling stockholders equity securities the Company proposes to sell, (ii) second, to the equity securities (of the Company have same class of the securities being registered and that are the subject of the offering) requested to be included in such registration Piggyback Registration by the Shareholder, and (iii) third, other equity securities (of the same class of the securities being registered and that are the subject of the offering) requested to be included in such Piggyback Registration by other security holders (other than the Shareholder) of the Company (if any), pro rata among such holders on the basis of the percentage of the then-outstanding shares requested to be registered by them or on such basis as such holders may agree among themselves and the Underwritten Public OfferingCompany. To facilitate Such allocation is without prejudice to the allocation Shareholder’s right to immediately request a Demand Registration hereunder. (c) No registration of shares in accordance with the above provisions, Registrable Securities effected pursuant to this Section 3.2 shall be deemed to have been effected pursuant to Section 3.1 or Section 3.3 or shall relieve the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded its obligations under Section 3.1 or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireSection 3.3.

Piggyback Registration Rights. With respect a. Subject to Section 2.04(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the 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, 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 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 (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); provided, that if the Piggyback ------------------------------- Registration RightsUnderwritten 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 be required (and such Holders shall have no right to include Registrable Shares in such bought or overnight Underwritten Offering). Each such Holder shall then have four (4) Business Days (or one (1) Business Day in the parties agree 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 Shares in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Shares intended to be disposed of by such Holder and include such other information as follows: is requested pursuant to clause (ai) 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 Paragraph 3(bSection 2.04(c), the Company shall use commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Shares 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 determination to the Piggybacking Holders (which such Holders will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Shares in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request case of a determination to delay, shall be permitted to delay inclusion of any Registrable Shares for the same period as the delay in including the shares of Common Stock to be sold for the Company’s account or requests, mailed in accordance with for the terms of this Agreement within 30 days after the date account of such other Persons who have or have been granted registration rights, as applicable. b. Each Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any Piggyback Underwritten Offering at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights Company of its request to withdraw; provided, that such withdrawal shall be conditioned upon the Holder's participation in irrevocable and, after making such underwritingwithdrawal, and the inclusion of the a Holder shall no longer have any right to include Registrable Securities in the underwriting Piggyback Registration as to which such withdrawal was made. c. The Company shall be limited have the right to terminate or withdraw any registration initiated by it under this Section 2.04 at any time in its sole discretion whether or not any Holder has elected to include Registrable Securities in such Registration Statement. d. If the extent provided herein. The Holder Managing Underwriter of the Piggyback Underwritten Offering shall (together with inform the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding any other provision Company of this Agreement, if the managing underwriter determines its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities Shares requested to be included in such registration and Piggyback Underwritten Offering, when added to the Underwritten Public Offering number of shares of Common Stock proposed to be offered by the HolderCompany or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights on parity with the Piggybacking Holders with respect to such offering), and would materially adversely affect such offering, then the denominator Company shall include in such Piggyback Underwritten Offering, to the extent of which is the total number of the Registrable Securities securities which all selling stockholders of the Company have requested to is so advised can be included sold in such registration and offering without so materially adversely affecting such offering (the Underwritten Public Offering. To facilitate “Section 2.04 Maximum Number of Shares”), shares of Common Stock in the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require.following priority:

Piggyback Registration Rights. With (a) The Management Stockholder hereby agrees to be bound by all of the terms, conditions and obligations of the piggyback registration rights contained in Section 2 of the Registration Rights Agreement (the “Registration Rights Agreement”) entered into by and among the Company and investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject to any amendments thereto to which the Management Stockholder has agreed in writing to be bound), and, if any of the Investors are selling stock, shall have all of the rights and privileges of the Piggyback Registration Rights (including, without limitation, any rights to indemnification and/or contribution from the Company and/or the Investors), in each case as if the Management Stockholder were an original party (other than the Company) to the Registration Rights Agreement, subject to applicable and customary underwriter restrictions; provided, however, that at no time shall the Management Stockholder have any rights to request registration under Section 3(a) of the Registration Rights Agreement, provided; further, that in lieu of the Piggyback Registration Rights in connection with any Public Offering in which such rights would otherwise be available, the Board, in its sole discretion, may elect to waive the restrictions on transfer contained in Section 3(a) hereof with respect to the number of shares of Common Stock that would have been subject to such Piggyback ------------------------------- Registration Rights, the parties agree as follows:Rights in connection with such Public Offering (a “Transfer Restriction Waiver”). (ab) Subject All Stock purchased or held by the applicable Management Stockholder Entities pursuant to Paragraph 3(b), this Agreement shall be deemed to be “Registrable Securities” as defined in the Company will Registration Rights Agreement. (ic) promptly give to In the Holder written notice event of a sale of Common Stock by any registration relating to an Underwritten Public Offering, and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such of the Holder's Registrable Securities as are specified in the Holder's written request or requests, mailed Investors in accordance with the terms of this Agreement the Registration Rights Agreement, unless the Board shall have determined to effect a Transfer Restriction Waiver in which case the provisions of Section 8(h) shall apply, the Company will promptly notify each Management Stockholder (a “Piggyback Notice”) of any proposed registration (a “Proposed Registration”). If within 30 five (5) days after of the date receipt by the Management Stockholder of such written notice Piggyback Notice, the Company receives from the applicable Management Stockholder Entities of Management Stockholder a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 8; provided, however, that for each such registration statement only one Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the applicable Management Stockholder Entities. (bd) The right maximum number of the Holder to registration shares of Stock which will be registered pursuant to a Request will be the Registration Rights shall be conditioned upon number of shares of Stock then held by the Holder's participation in such underwritingManagement Stockholder Entities, and including all shares of Stock which the inclusion of the Registrable Securities in the underwriting shall be limited Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering then exercisable, multiplied by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the aggregate number of the shares of Stock being sold by holders of Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the aggregate number of shares allocable of Stock owned by the holders of Registrable Securities, as reduced pursuant to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded Section 2(b) or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date 3(b) of the Registration Statement relating theretoRights Agreement, or such other shorter period if applicable. (e) Upon delivering a Request a Management Stockholder will, if requested by the Company, execute and deliver a custody agreement and power of time as the underwriters may require.attorney having

Piggyback Registration Rights. With 3.1. If the Company proposes to file a registration statement under the Securities Act with respect to any proposed public offering by the Piggyback ------------------------------- Company or by any holders of any class of securities of the Company (i) prior to the Registration RightsPeriod, and the parties agree as follows: Company reasonably expects such registration statement to be declared effective during the Registration Period, or (aii) Subject to Paragraph 3(b)during the Registration Period, the Company will (i) promptly give shall, not later than 30 days prior to the Holder proposed date of filing of such registration statement with the SEC under the Securities Act, give written notice (a "Filing Notice") of any the proposed filing to each Holder, which notice shall describe in detail the proposed registration relating to an Underwritten Public Offering, and distribution (ii) include in such including those jurisdictions where registration (and related qualification under the securities or blue sky laws or other compliance) is intended). During the Registration Period, each Holder may elect, by written notice to the Company (which notice shall specify the aggregate number of Registrable Securities proposed to be offered and sold by such Holder pursuant to such Registration Statement, the identity of the Holder's proposed seller thereof, and a general description of the manner in which such person intends to offer and sell such Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement Securities) given within 30 15 days after receipt of the date of such written notice Filing Notice from the Company. (b) The right of the Holder , to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by the Company. Notwithstanding have any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may owned by such Holder included in such Registration Statement, and the Company shall include such Registrable Securities in such Registration Statement. If the Managing Underwriter(s) or Underwriters (in the case of an underwritten registration) or the Company (in the case of a nonunderwritten registration covering a primary offering by the Company) should reasonably object to the exercise of the Piggyback Registration Rights with respect to such Registration Statement, then in the discretion of the Company, either: (i) the Registrable Securities of the Selling Holders shall nevertheless be included in such Registration Statement subject to the condition that the Selling Holders may not offer or sell their Registrable Securities included therein for a period of up to 90 days after the initial effective date of such Registration Statement, whereupon the Company shall be obligated to file one or more post- effective amendments to such Registration Statement to permit the lawful offer and sale of such Registrable Securities for a reasonable period thereafter beginning at the end of such 90 day period and continuing for such period, not exceeding 120 days, as may be necessary for the Selling Holders, Underwriters and selling agents to dispose of such Registrable Securities; or (ii) if the Managing Underwriter(s) (in the case of an underwritten registration) or the Company (in the case of a nonunderwritten registration and covering a primary offering by the Underwritten Public Offering as follows: Company) should reasonably determine that the number inclusion of such Registrable Securities, notwithstanding the provisions of the Registrable Securities that may be included preceding clause (i), would materially adversely affect the offering contemplated in the registration such Registration Statement, and the Underwritten Public Offering by the Holder shall be determined by multiplying the number based on such determination recommends inclusion in such Registration Statement of the shares fewer or none of the Registrable Securities of all selling stockholders the Holders, then (x) if the Managing Underwriter(s) or the Company, as applicable, recommends the inclusion of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fractionfewer Registrable Securities, the numerator of which is the number of Registrable Securities of the Holders included in such Registration Statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the registration), as provided in Section 3.6, or (y) if the Managing Underwriter(s) or the Company, as applicable, recommends the inclusion of none of such registration and the Underwritten Public Offering by the HolderRegistrable Securities, and the denominator of which is the total number none of the Registrable Securities which all selling stockholders of the Company have requested to Holders shall be included in such registration and Registration Statement 3.2. Unless otherwise required by law, rule or regulation, if Registrable Securities owned by Holders who have made the Underwritten Public Offering. To facilitate the allocation of shares election provided in accordance with the above provisionsSection 3.1 are included in such Registration Statement, the Company may round shall bear and pay all fees, costs, and expenses incident to such inclusion, including, without limitation, registration fees, exchange listing fees and expenses, legal fees of Company counsel (including blue sky counsel), printing costs and costs of any special audits or accounting fees. Each Selling Holder shall pay all underwriting discounts and commissions with respect to its Registrable Securities included in the Registration Statement, as well as fees or disbursements of counsel, accountants or other advisors for the Selling Holder and all internal overhead and other expenses of the Selling Holder. 3.3. The rights of the Holders under this Section 3 are solely piggyback in nature, and nothing in this Section 3 shall prevent the Company from reversing a decision to file a Registration Statement or from withdrawing any such Registration Statement before it has become effective. 3.4. The Holders shall have the right, at any time during the Registration Period, to exercise their Piggyback Registration Rights pursuant to the provisions of this Section 3 on any number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to occasions that the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in determine to file a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireregistration statement.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject to Paragraph 3(bSection 2.5(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the 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 the Holder, which notice shall be held in strict confidence by the Holder 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 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 determination to the Holder (which the Holder will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities for the same period as are specified the delay in including the Holder's written request shares of Common Stock to be sold for the Company’s account or requests, mailed in accordance with for the terms of this Agreement within 30 days after the date account of such written notice from the Companyother Persons who have or have been granted registration rights, as applicable. (b) The Holder shall have the right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the withdraw its request for inclusion of the its Registrable Securities in the underwriting shall be limited any Piggyback Underwritten Offering at any time prior to the extent provided hereinexecution of an underwriting agreement with respect thereto by giving written notice to the Company of its request to withdraw. The Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that the Holder not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided, however, that the Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from the Holder (unless subsequently revoked), the Company shall not, and shall not be required to, deliver any notice to the Holder pursuant to this Section 2.5 and the Holder shall no longer be entitled to participate in any Piggyback Underwritten Offering. (together with c) If the Company) enter into an underwriting agreement in customary form with Managing Underwriter of the managing underwriter selected for Piggyback Underwritten Offering shall inform the Underwritten Public Offering by the Company. Notwithstanding any other provision Company of this Agreement, if the managing underwriter determines its belief that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and Piggyback Underwritten Offering, when added to the Underwritten Public Offering number of shares of Common Stock proposed to be offered by the HolderCompany or such other Persons who have or have been granted registration rights (and any other shares of Common Stock requested to be included by any other Persons having registration rights on parity with the Holder with respect to such offering), and would materially adversely affect such offering, then the denominator Company shall include in such Piggyback Underwritten Offering, to the extent of which is the total number of the Registrable Securities securities which all selling stockholders of the Company have requested to is so advised can be included sold in such registration and offering without so materially adversely affecting such offering (the Underwritten Public Offering. To facilitate “Section 2.5 Maximum Number of Shares”), shares of Common Stock in the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may require.following priority:

Piggyback Registration Rights. With respect Subject to Section 2.5(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering of shares of Common Stock for its own account or for the 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 the Piggyback ------------------------------- Registration RightsHolder, which notice shall be held in strict confidence by the Holder and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the parties agree 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 follows: (a) 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 Paragraph 3(bSection 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 determination to the Holder (which the Holder will hold in strict confidence) and (i) promptly give in the case of a determination not to proceed, shall be relieved of its obligation to include any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Holder written notice of any registration relating Company to an Underwritten Public Offeringpay the Registration Expenses in connection therewith), and (ii) include in such registration (and related qualification under blue sky laws or other compliance) such the case of the Holder's a determination to delay, shall be permitted to delay inclusion of any Registrable Securities as are specified in the Holder's written request or requests, mailed in accordance with the terms of this Agreement within 30 days after the date of such written notice from the Company. (b) The right of the Holder to registration pursuant to the Registration Rights shall be conditioned upon the Holder's participation in such underwriting, and the inclusion of the Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for the Underwritten Public Offering by same period as the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included delay in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of including the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested Common Stock to be included in such registration and sold for the Underwritten Public Offering by Company’s account or for the Holder, and the denominator account of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time Persons who have or have been granted registration rights, as the underwriters may requireapplicable.

Piggyback Registration Rights. With respect to the Piggyback ------------------------------- Registration Rights, the parties agree as follows: (a) Subject If at any time from and after the date hereof the Company shall determine to Paragraph 3(b)register any of its securities, whether for sale for its own account or for the account of any other Person, other than registration statements relating to (i) employee, consultant or distributor compensation or incentive arrangements, including employee benefit plans, or (ii) acquisitions or any transaction or transactions under Rule 145 under the Securities Act or any successor rule with similar effect, then the Company will (i) promptly give to the Holder Purchasers written notice of any registration relating to an Underwritten Public Offering, thereof and (ii) include in such registration statement (and related qualification under blue sky laws or other compliancea “Piggyback Registration Statement”), including any underwriting involved therein, all Securities (the “Piggyback Registrable Securities”) such of the Holder's Registrable Securities as are specified in the Holder's a written request made by each Purchaser (a “Piggyback Request”) within 15 (fifteen) Business Days (or requests, mailed such later time as the underwriters may allow in accordance with the terms of this Agreement within 30 days writing) after the date receipt of such written notice from the Company. (b) The If the Piggyback Registration Statement of which the Company gives notice is for an underwritten public offering or the Company proposes to do an underwritten take down from an unallocated or universal shelf registration, the Company shall so advise the Purchasers as a part of the written notice given pursuant to Section 4.7(a). In such event, the right of the Holder a Purchaser to registration pursuant to this Section 4 (or to participate in an underwritten take down in the Registration Rights case of an unallocated or universal shelf registration) shall be conditioned upon the Holder's participation agreement of the Purchaser to participate in such underwriting, underwriting and in the inclusion of the such Piggyback Registrable Securities in the underwriting shall be limited to the extent provided herein. The Holder Purchasers shall (together with the CompanyCompany and any other holders distributing securities in such Piggyback Registration Statement, if any) enter into an underwriting agreement (the “Piggyback Underwriting Agreement”) in customary form with the managing underwriter or underwriters selected for the Underwritten Public Offering such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require If a limitation of the number of the Registrable Securities to be underwritten, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder Purchaser disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offeringunderwriters. Any of the Piggyback Registrable Securities excluded or withdrawn from the Underwritten Public Offering such underwriting shall be withdrawn excluded from such registrationPiggyback Registration Statement. (c) Notwithstanding any other provision of this Agreement, if in connection with an underwritten public offering, the managing underwriters pursuant to a Piggyback Request determine, in their sole discretion that, after including all the shares proposed to be offered by the Company and all the shares of any other Persons entitled to registration rights with respect to such Piggyback Registration Statement (pursuant to other agreements with the Company), marketing factors require a limitation of the number of Piggyback Registrable Securities to be underwritten (a “Piggyback Market Cut-Back”), the Company shall include in the registration (i) in the event that such registration is on behalf of shareholders of the Company having demand registration rights under other agreements with the Company (A) first, the securities requested to be registered by such other shareholders, and (B) second, the Piggyback Registrable Securities requested to be included in the registration and securities, if any, requested to be included by others having these rights, pro rata among the holders of Piggyback Registrable Securities which are to be registered and sold pursuant to the Piggyback Registration Statement and others exercising these rights, on the basis of the number of securities requested to be included by the holders of such Piggyback Registrable Securities and the others exercising these rights; and (ii) in the event that such registration is on behalf of the Company, (A) first, the securities that the Company proposes to sell, (B) second, the Piggyback Registrable Securities requested to be included in the registration and securities, if any, requested to be included by others having these rights, pro rata among the holders of the Piggyback Registrable Securities which are to be registered and sold pursuant to such Piggyback Registration Statement and others exercising these rights, on the basis of the number of the Piggyback Registrable Securities requested to be included by holders of such Piggyback Registrable Securities, and others exercising these rights; provided, however, in no event shall the amount of Piggyback Registrable Securities of the Purchasers included in the underwriting on behalf of the Company (together with any other securities of the Purchasers being included in the underwriting pursuant to other agreements with the Company) be reduced below thirty-five percent (35%) of the total amount of securities included in such offering. The Piggyback Market Cut-Back shall not apply to offerings that are not underwritten public offerings. (d) Except to the extent specifically provided in this Section 4.7, the procedures to be transferred in a public distribution prior to 60 days after followed by the effective date Company and the Purchasers, and the respective rights and obligations of the Company and the Purchasers, with respect to the distribution of any Piggyback Registrable Securities by the Purchasers pursuant to any Piggyback Registration Statement relating theretofiled by the Company shall be as set forth in the Piggyback Underwriting Agreement, or any other agreement or agreements governing the distribution of such Piggyback Registrable Securities pursuant to such Piggyback Registration Statement. (e) Notwithstanding the foregoing, however, nothing in this Section 4.7, or any other shorter period provision of time as this Agreement, shall be construed to limit the underwriters may requireabsolute right of the Company, for any reason and in its sole discretion (i) to delay, suspend or terminate the filing of any Piggyback Registration Statement; (ii) to delay the effectiveness of any Piggyback Registration Statement; or (iii) to withdraw such Piggyback Registration Statement.

Piggyback Registration Rights. With respect (i) If, at any time or from time to the Piggyback ------------------------------- Registration Rightstime, the parties agree as follows: Company shall determine to register any shares of its Common Stock, either for its own account or for the account of a security holder or holders, other than (aA) Subject a registration relating solely to Paragraph 3(b)stock option or employee benefit plans or (B) a registration relating solely to a transaction covered by Rule 145 under the 1933 Act, the Company will (iX) promptly give to the Holder Holders written notice of any registration relating to an Underwritten Public Offeringthereof, and (iiY) include in such registration (and any related qualification under blue sky laws or other compliance) such state securities laws), and in any underwriting involved therein, all of the Holder's Registrable Securities as are specified in the Holder's a written request or requests, mailed in accordance with the terms of this Agreement requests made by a Holder or Holders within 30 twenty (20) days after the date receipt of such written notice from the Company. (bii) The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holder as part of the written notice given pursuant to Section 9(c)(i). In such event, the right of the each Holder to registration pursuant to the Registration Rights this Section 9(c) shall be conditioned upon the such Holder's participation in such underwriting, underwriting and the inclusion of the Registrable Securities owned by such Holder in the underwriting shall be limited to the extent provided hereinunder this Section 9(c). The If a Holder proposes to distribute its Registrable Securities through such underwriting it shall (together with the CompanyCompany and any other holders of securities of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing or lead managing underwriter selected for the Underwritten Public Offering by the CompanyCompany in the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. Notwithstanding any other provision of this AgreementSection 9(c), if the managing or lead managing underwriter determines that marketing market factors require a limitation of that the number of the Registrable Securities and other securities requested to be underwrittenincluded in the registration be limited, the managing or lead managing underwriter may limit some or all reduce the number of Registrable Securities and securities of any other holders of securities to be included in the registration. If the registration includes an underwritten primary registration on behalf of the Registrable Securities Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the such registration by the Holders and the holders of any other securities pro rata according to the number of securities requested by the Holders and such holders to be included in the registration, and (ii) thereafter from the securities to be registered on behalf of the Company. If the registration consists only of any underwritten secondary registration on behalf of holders of securities of the Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the such registration by the Holders and any other holders of securities included in the registration other than pursuant to demand registration rights pro rata according to the number of securities requested by the Holders and such other holders to be included in the registration and (ii) thereafter from securities, if any, to be registered on behalf of holders of securities included in the registration pursuant to demand registration rights. The Company shall advise any Holders and other holders participating in such underwriting as to any such limitation and the number of shares that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 sharesunderwriting. If the a Holder disapproves of the terms of any such underwriting, it such Holder may elect to withdraw therefrom by written notice to the Company and the managing or lead underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering such underwriting shall be withdrawn from such the registration, and shall not be transferred in . (iii) The Company may withdraw a public distribution registration for which registration rights have been exercised pursuant to this Section 9(c) at any time prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireit becomes effective.

Piggyback Registration Rights. With respect (i) If, at any time or from time to the Piggyback ------------------------------- Registration Rightstime, the parties agree as follows: Company shall determine to register any shares of its Common Stock, either for its own account or for the account of a security holder or holders, other than (aA) Subject a registration relating solely to Paragraph 3(b)stock option or employee benefit plans or (B) a registration relating solely to a transaction covered by Rule 145 under the 1933 Act, the Company will (iX) promptly give to the Holder Holders written notice of any registration relating to an Underwritten Public Offeringthereof, and (iiY) include in such registration (and any related qualification under blue sky laws or other compliance) such state securities laws), and in any underwriting involved therein, all of the Holder's Registrable Securities as are specified in the Holder's a written request or requests, mailed in accordance with the terms of this Agreement requests made by a Holder or Holders within 30 twenty (20) days after the date receipt of such written notice from the Company. (bii) The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holder as part of the written notice given pursuant to Section 12(c)(i). In such event, the right of the each Holder to registration pursuant to the Registration Rights this Section 12(c) shall be conditioned upon the such Holder's participation in such underwriting, underwriting and the inclusion of the Registrable Securities owned by such Holder in the underwriting shall be limited to the extent provided hereinunder this Section 12(c). The If a Holder proposes to distribute its Registrable Securities through such underwriting it shall (together with the CompanyCompany and any other holders of securities of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing or lead managing underwriter selected for the Underwritten Public Offering by the CompanyCompany in the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. Notwithstanding any other provision of this AgreementSection 12(c), if the managing or lead managing underwriter determines that marketing market factors require a limitation of that the number of the Registrable Securities and other securities requested to be underwrittenincluded in the registration be limited, the managing or lead managing underwriter may limit some or all reduce the number of Registrable Securities and securities of any other holders of securities to be included in the registration. If the registration includes an underwritten primary registration on behalf of the Registrable Securities Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the such registration by the Holders and the holders of any other securities pro rata according to the number of securities requested by the --- ---- Holders and such holders to be included in the registration, and (ii) thereafter from the securities to be registered on behalf of the Company. If the registration consists only of any underwritten secondary registration on behalf of holders of securities of the Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the such registration by the Holders and any other holders of securities included in the registration other than pursuant to demand registration rights pro rata --- ---- according to the number of securities requested by the Holders and such other holders to be included in the registration and (ii) thereafter from securities, if any, to be registered on behalf of holders of securities included in the registration pursuant to demand registration rights. The Company shall advise any Holders and other holders participating in such underwriting as to any such limitation and the number of shares that may be included in the registration and the Underwritten Public Offering as follows: the number of the Registrable Securities that may be included in the registration and the Underwritten Public Offering by the Holder shall be determined by multiplying the number of the shares of the Registrable Securities of all selling stockholders of the Company which the managing underwriter is willing to include in such registration and the Underwritten Public Offering times a fraction, the numerator of which is the number of the Registrable Securities requested to be included in such registration and the Underwritten Public Offering by the Holder, and the denominator of which is the total number of the Registrable Securities which all selling stockholders of the Company have requested to be included in such registration and the Underwritten Public Offering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 sharesunderwriting. If the a Holder disapproves of the terms of any such underwriting, it such Holder may elect to withdraw therefrom by written notice to the Company and the managing or lead underwriter, delivered not less than seven days before the effective date of the Underwritten Public Offering. Any of the Registrable Securities excluded or withdrawn from the Underwritten Public Offering such underwriting shall be withdrawn from such the registration, and shall not be transferred in . (iii) The Company may withdraw a public distribution registration for which registration rights have been exercised pursuant to this Section 12(c) at any time prior to 60 days after the effective date of the Registration Statement relating thereto, or such other shorter period of time as the underwriters may requireit becomes effective.