Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. If at any time the Company shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights. If at any time In the event the Board elects to convert the Company shall determine to prepare a C-Corporation and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for register any of its own account or the account of others securities under the Securities Act pursuant to an underwritten initial public offering of any of the Company’s securities by the Company and/or its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansstockholders, the Company shall send will give written notice (the “Registration Notice”) to each holder Participant of its intention to effect such a registration at least ten days prior to the anticipated filing of the Notes and Warrants registration statement relating to the registration (which notice will specify the intended method of distribution of the registered shares). Upon the written notice request of such determination and, if Participant made within thirty (30) ten days after the receipt of such the Company’s notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares number of shares converted from Class C Units of Participant intended to be disposed of by (the Purchasers, if any“Requested Shares”), the Company will cause shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Requested Shares according to its intended method of disposition thereof. Notwithstanding the Warrant Shares which foregoing, if the Company has been lead underwriter(s) advise the Board in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Board shall so advise Participant, and the number of shares that may be included in such underwriting shall be allocated among Participant and all other holders who have validly exercised piggyback registration rights in connection with such registration in proportion (as nearly as practicable) to the number of shares owned and requested to register be registered by the each such holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in including Participant. In connection with such registration, the Company Participant shall determine for any reason not to register or to delay registration of such securitiesprovide customary representations, the Company maywarranties, at its electionindemnities, give written notice of such determination covenants, conditions and other agreements relating to such holder and, thereupon, (i) in registration to the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registeredunderwriters; provided, however, that the Company Participant shall not be required to register indemnify any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 underwriter in an amount in excess of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object total price at which Participant’s registered shares were offered to the inclusion of the Warrant Shares public in such Registration Statement, then if the Company after consultation connection with the managing underwriter should reasonably determine that the inclusion registration (net of the Warrant Shares would materially adversely affect the offering contemplated discounts and commissions paid by Participant in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in connection with the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights. If at any time the Company shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Conversion Shares and the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all Conversion Shares and the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Conversion Shares and the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Conversion Shares and Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Conversion Shares and Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Conversion Shares and Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Conversion Shares and Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Conversion Shares and Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the such Conversion Shares and Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Conversion Shares and Warrant Shares of the holders, then (x) the number of Conversion Shares and Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Conversion Shares and Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Conversion Shares and Warrant Shares, or (y) none of the Conversion Shares and Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Conversion Shares and Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Conversion Shares and Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights. 9.1 If at any time the Company shall determine determines to prepare and file proceed with the Commission preparation and filing with the SEC of a registration statement (a “the "Registration Statement”") relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securitiescommon shares, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act0000 Xxx) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall will send to each holder of the Notes and Warrants Subscriber written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall Subscriber will so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchaserswriting, if any), then the Company will cause the registration under the Securities 1933 Act of all the Warrant Shares which (the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered"Registrable Securities") and; provided that that, if at any time after giving written notice of its intention to register any securities of its common shares and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, then the Company shall will determine for any reason not to register or to delay registration of such securitiescommon shares, the Company may, at its election, give written notice of such determination to such holder the Subscriber and, thereupon, : (i) in the case of a determination not to register, shall will be relieved of its obligation to register any Warrant Shares the Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), registration; and (ii) in the case of a determination to delay registering, shall will be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 the Registrable Securities for the same period as the delay in registering such other securitiescommon shares. The Company shall will include in such Registration Statement registration statement all or any part of such Warrant Shares such holder requests to be registeredthe Registrable Securities; provided, however, that the Company shall will not be required to register any Warrant Shares pursuant to this Section 7.1 shares that are eligible for resale without limitations concerning the availability of current public information sale pursuant to Rule 144 144(k) of the Securities 1933 Act. In the case of an underwritten public offeringNotwithstanding any other provision in this section, if the managing underwriter(s) or underwriter(s) should reasonably object Company receives a comment from the SEC which effectively results in the Company having to reduce the inclusion number of the Warrant Shares in Registrable Securities included on such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated may, in such Registration Statementits sole discretion, and based reduce on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) a pro rata basis the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Registrable Securities to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement. 9.2 In connection with each Registration Statement described in this section, the Subscriber will furnish to the Company in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably will be necessary in order to assure compliance with federal and applicable state securities laws. The Company may require the Subscriber to furnish to the Company a certified statement as to the number of shares of common stock beneficially owned by the Subscriber and the name of the natural person thereof that has voting and dispositive control over the Registrable Shares. 9.3 All fees and expenses incidental to the performance of or compliance with the filing of the Registration Statement will be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence will include, without limitation: (i) all registration and filing fees, including, without limitation, fees and expenses: (A) with respect to filings required to be made with the OTC Bulletin Board or other exchange or quotation service on which the common stock of the Company is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws; (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses, if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement; (iii) messenger, telephone and delivery expenses; (iv) fees and disbursements of counsel for the Company; (v) 1933 Act liability insurance, if the Company after consultation so desires such insurance; and (vi) fees and expenses of all other persons retained by the Company in connection with the underwriter(sfiling of the Registration Statement. In addition, the Company will be responsible for all of its internal expenses incurred in connection with the filing of the Registration Statement, including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange, if applicable. In no event will the Company be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Subscriber. 9.4 The Company will, notwithstanding any termination of this Subscription Agreement, indemnify and hold harmless the Subscriber, its officers, directors, agents and employees, and each person who controls the Subscriber (within the meaning of Section 15 of the 1933 Act or Section 20 of the 0000 Xxx) recommends and the inclusion officers, directors, agents and employees of none each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that: (i) such untrue statements or omissions are based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or to the extent that such information relates to the Subscriber or the Subscriber's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement, or in any amendment or supplement thereto; or (ii) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. 9.5 The Subscriber will indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the directors, officers, agents or employees of such Warrant Sharescontrolling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) the Subscriber's failure to comply with the prospectus delivery requirements of the 1933 Act; providedor (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, howeveror in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading: (A) to the extent, but only to the extent, that if securities such untrue statement or omission is contained in any information so furnished in writing by the Subscriber to the Company specifically for inclusion in the Registration Statement, or (B) to the extent that such untrue statements or omissions are being offered based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or (C) to the account extent that such information relates to the Subscriber or the Subscriber's proposed method of other persons distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement or entities in any amendment or supplement thereto; or (iii) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. In no event will the liability of the Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. 9.6 If a claim for indemnification hereunder is unavailable to either the Company or the Subscriber (in each case, an "Indemnified Party or Indemnified Parties", as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, will contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as the Companyany other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such reduction shall Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses will be deemed to include, subject to the limitations set forth in this Subscription, any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was available to such party in accordance with its terms. The parties hereto agree that it would not represent a greater fraction be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this section, no Subscriber will be required to contribute, in the aggregate, any amount in excess of the number of Warrant Shares intended to be offered amount by which the proceeds actually received by the holders than Subscriber from the fraction sale of similar reductions imposed on the Registrable Securities subject to the proceeding exceeds the amount of any damages that the Subscriber has otherwise been required to pay by reason of such other persons untrue or entities (other than alleged untrue statement or omission or alleged omission, except in the Company)case of fraud by the Subscriber.

Piggyback Registration Rights. (a) If the Company at any time following the Company shall determine date hereof proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of register any of its equity securities, shares of Common Stock on its own behalf or any of its shares of Common Stock on behalf of other than stockholders on Form S-4 or Form S-8 (each as promulgated a form and in a manner that would permit registration of Registrable Securities under the Securities Act, it will each such time give prompt notice in accordance with the provisions of Section 14(e)(ii) or their then equivalents relating of this Agreement to equity securities the Investors of its intention to be issued solely do so, specifying the form and manner and the other relevant facts involved in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuch proposed registration (including, without limitation, the Company shall send to each holder identity of the Notes and Warrants written notice of such determination andmanaging underwriter, if any). Upon the written request of the Investors delivered to the Company within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect shall have been delivered to the timing of the filing of such Registration Statement, any such holder shall so request in writing Investors (which request shall specify the Warrant Shares Registrable Securities intended to be disposed of by such holder and the Purchasers, if anyintended method of disposition thereof), the Company will cause use its commercially reasonable best efforts to effect the registration under the Securities Act Act, as expeditiously as is reasonable, of all the Warrant Shares which Registrable Securities that the Company has been so requested to register by the holderInvestors, to the extent required requisite to permit the disposition sale of the Warrant Shares so Registrable Securities to be so registered; provided that if provided, however, that: (i) if, at any time after giving such written notice of its intention to register any securities Common Stock proposed to be registered by the Company and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiesCommon Stock, the Company mayshall, at its election, give written notice of such determination to such holder andthe Investors, thereupon, (i) in and thereupon the case of a determination not to register, Company shall be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses the Registration Expenses in accordance with connection therewith to the extent provided in Section 8.1 hereof6), and ; and (ii) if the managing underwriter of such offering shall advise the Company that, in its judgment, the number of shares of Common Stock proposed to be included in such offering should be limited because the inclusion of Registrable Securities is likely to adversely impact the purchase price obtained for the Common Stock proposed to be included in such offering, then the Company will promptly advise the Investors thereof and may require, by written notice to the Investors accompanying such advice, that, to the extent necessary to meet such limitation, all holders of Registrable Securities and of other shares of Common Stock proposing pursuant to piggyback or incidental registration rights to sell Common Stock in such offering shall share pro rata in the number of shares of Common Stock to be excluded from such offering, such sharing to be based on the respective numbers of Registrable Securities and other shares of Common Stock as to which registration has been requested by such holders, and that the distribution of such Registrable Securities and other shares of Common Stock as are so excluded be deferred (in case of a determination deferral as to delay registeringa portion of such Registrable Securities and other shares of Common Stock, such portion to be allocated among such holders in proportion to the respective numbers of Common Stock so requested to be registered by such holders) until the completion of the distribution of such Common Stock and any other securities by such underwriters. (b) The holders of Registrable Securities to be distributed by underwriters in an underwritten offering shall be permitted parties to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as underwriting agreement between the delay in registering such other securitiesCompany and the underwriters. The Company shall include in such Registration Statement all or any part of such Warrant Shares Any such holder requests to be registered; provided, however, that the Company of Registrable Securities shall not be required to register make any Warrant Shares representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law. (c) In any registration initiated pursuant to this Section 7.1 3, the Company will pay all Registration Expenses, whether or not the Registration Statement has become effective, except as otherwise provided on Section 6. (d) Notwithstanding anything in this Section 3 to the contrary, in the event that the Company is registering shares of Common Stock and no other class of security pursuant to a demand registration under the Registration Rights Agreement dated as of July 15, 1998 by and among the Company and the Purchasers (as listed on the signature page thereto), then the rights of the Investors under this Section 3 shall apply only with respect to shares of Common Stock that are eligible for resale without limitations concerning the availability Registrable Securities and not any shares of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)Series C Preferred Stock.

Piggyback Registration Rights. (i) If at any time the Company shall determine proposes to prepare and file with register any of its warrants, Common Stock or any other shares of common stock of the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others Company under the Securities Act of any of its equity securities, (other than a registration (A) on Form S-8 or S-4 or Form S-8 any successor or similar forms, (each as promulgated under the Securities ActB) or their then equivalents relating to equity securities to be issued solely Common Stock or any other shares of common stock of the Company issuable upon exercise of employee share options or in connection with any acquisition employee benefit or similar plan of any entity the Company or business or equity securities issuable (C) in connection with stock option a direct or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified indirect acquisition by the Company in such written notice as may be necessary for the Company to comply with its obligations of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the timing Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the filing registration statement relating to such registration to each Investor, which notice shall set forth such Investor's rights under this Section 2(D) and shall offer such Investor the opportunity to include in such registration statement such number of Registrable Securities as such Registration Statement, Investor may request. Upon the written request of any such holder shall so request in writing Investor made within 10 days after the receipt of notice from the Company (which request shall specify the Warrant Shares number of Registrable Securities intended to be disposed of by the Purchasers, if anysuch Investor), the Company will cause use its best efforts to effect the registration under the Securities Act of all the Warrant Shares which Registrable Securities that the Company has been so requested to register by the holdereach Investor, to the extent required requisite to permit the disposition of the Warrant Shares Registrable Securities so to be registered; provided provided, however, that (A) if such registration involves a Public Offering, each Investor must sell its Registrable Securities to any underwriters selected by the Company with the consent of such Investor on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any securities Registrable Securities pursuant to this Section 2 and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiesRegistrable Securities, the Company may, at its election, shall give written notice of such determination to such holder each Investor and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such registration. The Company's obligations under this Section 2(D) shall terminate on the date that the registration (but not from its obligation statement to pay fees and expenses be filed in accordance with Section 8.1 hereof), and 2(A) is declared effective by the Commission. (ii) in the case of If a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered registration pursuant to this Section 7.1 for 2(D) involves a Public Offering and the same period as managing underwriter thereof advises the delay Company that, in registering such other securities. The its view, the number of shares of Common Stock that the Company shall and the Investors intend to include in such Registration Statement registration exceeds the largest number of shares of Common Stock that can be sold without having an adverse effect on such Public Offering (the "Maximum Offering Size"), the Company will include in such registration only such number of shares of Common Stock as does not exceed the Maximum Offering Size, and the number of shares in the Maximum Offering Size shall be allocated among the Company, the Investors and any other sellers of Common Stock in such Public Offering ("Third-Party Sellers"), first, pro rata among the Investors until all or any part the shares of such Warrant Shares such holder requests Common Stock originally proposed to be registered; providedoffered for sale by the Investors have been allocated, howeverand second, that pro rata among the Company shall and any Third-Party Sellers, in each case on the basis of the relative number of shares of Common Stock originally proposed to be offered for sale under such registration by each of the Investors, the Company and the Third-Party Sellers, as the case may be. If as a result of the proration provisions of this Section 2(D)(ii), any Investor is not be required entitled to register include all such Registrable Securities in such registration, such Investor may elect to withdraw its request to include any Warrant Shares Registrable Securities in such registration. With respect to registrations pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering2(D), if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement securities required to satisfy any underwriters' over-allotment option shall be reduced pro-rata allocated among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction the Investors and any Third Party Seller pro rata on the basis of the relative number of Warrant Shares intended to be securities offered for sale under such registration by each of the holders than Investors, the fraction Company and any such Third Party Sellers before the exercise of similar reductions imposed on such other persons or entities (other than the Company)over-allotment option.

Piggyback Registration Rights. If the Company, at any time prior to the Company shall determine ----------------------------- Expiration Date, proposes to prepare and file with register (the Commission a registration statement (a “Registration Statement”"REGISTRATION") relating to an offering for any of its own account or the account of others securities under the Securities Act of any 1933 (the "SECURITIES ACT") (except registrations by way of its equity securities, other than on Form Commission Forms S-4 or Form S-8 (each as promulgated S-8, or any successor thereto, or to qualify such securities under the Securities Act) securities laws of any state or their then equivalents relating to equity register its securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock warrant, option or other employee benefit plansplan), the Company shall send to each holder of the Notes and Warrants give prompt written notice of such determination thereof to the Holder and, if the Holder shall so request in writing within thirty twenty (3020) days after receipt of any such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for shall exercise all reasonable efforts to include among securities which it then endeavors to make the Company to comply with its obligations with respect to the timing subject of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended a registration statement to be disposed of by the Purchasers, if any), the Company will cause the registration filed under the Securities Act of all shares the Warrant Shares which the Company has been Holder so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so requests to be registeredregistered thereunder (the "DESIGNATED SHARES") and to use its best efforts to cause all such registrations to be effected and to be kept effective until all sales or distributions contemplated in connection therewith are completed; provided that if at any time after giving written notice of its intention the Company shall not be obligated to register any securities and prior to keep such registration in effect for more than nine months from the effective date of the Registration Statement filed in connection with such registration, thereof. If the Company shall determine thereafter determines for any reason in its sole discretion not to register or to delay registration of such its securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, Holder and shall be relieved of its any obligation to register any Warrant Designated Shares in connection with such registration (but not from its obligation to pay fees and expenses or in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registeringregistration, shall be permitted to delay registering any Warrant in registration of the Designated Shares. All costs and expenses incident to the Company's registration of the Designated Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of under the Securities Act. In the case , including, without limitation, all registration and filing fees, fees and expenses of an underwritten public offeringcompliance with securities or blue sky laws, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion printing expenses, messenger and delivery expenses, and fees and disbursements of the Warrant Shares in such Registration Statement, then if counsel for the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statementand all independent certified public accountants, underwriters (excluding discounts and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (xcommissions) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of and other persons or entities as well as retained by the Company, such reduction shall not represent a greater fraction of shall, to the number of Warrant Shares intended to extent permitted by applicable federal and state securities laws, rules and regulations, be offered borne by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights. If the Company at any time (other than pursuant to Section 2) proposes to register any of its securities under the Company shall determine Securities Act for sale to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering public, whether for its own account or for the account of others under other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Securities Act Registrable Stock for sale to the public), each such time it will give prompt written notice to all holders of outstanding Registrable Stock of its intention to do so. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)Registrable Stock, the Company will use all reasonable commercial efforts to cause the Registrable Stock as to which registration under the Securities Act of all the Warrant Shares which the Company has shall have been so requested to register be included in the securities to be covered by the holderregistration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of by the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration holder of such securities, Registrable Stock so registered. In the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register event that any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the same period as the delay in registering such other securities. The Company shall include number of shares of Registrable Stock to be included in such Registration Statement all or any part an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such Warrant Shares such holder requests inclusion would adversely affect the marketing of the securities to be registered; provided, however, sold by the Company therein. In the event that the Company shall not managing underwriter on behalf of all underwriters limits the number of shares to be required to register any Warrant Shares included in a registration pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability 3, or shall otherwise require a limitation of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested shares to be included in the registration), if then the Company after consultation with will include in such registration: (i) first, securities proposed by the underwriter(sCompany to be sold for its own account; (ii) recommends the inclusion second, shares of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall Registrable Stock requested to be included in such Registration Statementby holders pursuant to this Section 3; and (iii) third, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; securities requested to be included by any other holders, provided, however, that such number of shares of Registrable Stock shall not be reduced if securities any shares are being offered to be included in such underwriting for the account of any person other persons than the Company or entities as well as requesting holders of Registrable Stock. The securities to be included in any such registration pursuant to clause (ii) above shall be allocated on a pro rata basis among the Company, such reduction shall not represent a greater fraction of requesting holders based upon the number of Warrant Shares intended shares of Registrable Stock held by such holders. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to be offered by in this Section 3 without thereby incurring any liability to the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)Registrable Stock.

Piggyback Registration Rights. If If, at any time after the Issue Date and expiring on the Expiration Date, the Company shall determine proposes to prepare and file with register any of its securities under the Commission a registration statement (a “Registration Statement”) relating to an offering Act either for its own account or for the account of others under the Securities Act of any of its equity securitiesothers, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition the public offering of any entity or business or such equity securities solely for cash, on a registration form that would also permit the registration of the common stock issuable in connection with stock option or other employee benefit plansupon exercise of this Warrant (“Warrant Shares”), the Company shall send to each holder of promptly give the Notes and Warrants Holder written notice of such determination and, if within proposal. Within thirty (30) days after receipt the notice is given, the Holder shall give notice as to the number of Warrant Shares, if any, which have vested and which the Holder requests be registered simultaneously with such notice, or within such shorter period of time as may be specified registration by the Company. The Company shall use its best efforts to include such Warrant Shares in such written notice as may registration statement (or in a separate registration statement concurrently filed) which the Holder requests to be necessary for the Company so included and to comply with its obligations cause such registration statement to become effective with respect to the timing of the filing of such Registration Statement, any such holder shall so request shares in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause accordance with the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if procedures set forth in Section 8 hereof. If at any time after giving written notice of its intention to register any equity securities and prior to before the effective date effectiveness of the Registration Statement registration statement filed in connection with such registration, the Company shall determine determines for any reason either not to register effect such registration or to delay registration of such securitiesregistration, the Company may, at its election, give by delivery of written notice of such determination to such holder and, thereuponthe Holder, (i) in the case of a determination not to registereffect registration, shall be relieved relieve itself of a reasonably necessary portion of its obligation to register any the Warrant Shares under this Section 7 in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and or (ii) in the case of a determination to delay registeringregistration, shall be permitted to delay registering any the registration of the Warrant Shares being registered pursuant to under this Section 7.1 7 for the same period as the delay in registering the registration of such other equity securities. The Company shall include in such Registration Statement all or any part Each Holder of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares requesting inclusion in a registration pursuant to this Section 7.1 that are eligible for resale without limitations concerning 7 may, at any time before the availability of current public information pursuant to Rule 144 effective date of the Securities Act. In the case registration statement relating to such registration, revoke such request by delivering written notice of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object such revocation to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement which notice shall be reduced pro-rata among such holders (based effective only upon receipt by the number of Warrant Shares requested to be included in the registrationCompany), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, in consultation with its financial and legal advisors, determines that such reduction shall not represent revocation would require a greater fraction recirculation of the number prospectus contained in the registration statement, then such Holder of Warrant Shares intended shall have no right to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)revoke its request.

Piggyback Registration Rights. If The Company covenants and agrees with the Stockholders and any other holders of the Registrable securities that if, at anytime within the period commencing from the date hereof, and ending five (5) years thereafter, it proposes to file a Registration Statement, Amendment or Offering Statement, as the case may be (collectively, a "Registration Statement") with respect to any time class of security (other than pursuant to a Registration Statement on Forms S-4 or S-8 or any successor form) under the Act in a primary registration on behalf of the Company shall determine to prepare and file with the Commission for in a secondary registration statement (a “Registration Statement”) relating to an offering for its own account or the account on behalf of others under the Securities Act holders of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under and the Securities Act) or their then equivalents relating to equity securities Registration Statement to be issued solely in connection with any acquisition used may be used for registration of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansthe Registrable Securities, the Company shall send will give written notice to each holder the holders of the Notes and Warrants written notice of such determination and, if within Registrable Securities at least thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company prior to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify Statement at the Warrant Shares intended to be disposed addresses appearing on the records of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register file a Registration Statement, and will offer to include in such Registration Statement, all or any securities and prior to the effective date portion of the Registration Statement filed in connection with such registrationShares, the Company shall determine for any reason not to register or to delay registration of such securitiesand limited, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not Regulation A offering, the amount of the available exemption. The offer to registerinclude the Shares is limited by subparagraphs (a) and (b) of this Section 2. In any event, the maximum number of Registrable Securities which shall be relieved registered shall not exceed that number for which the Company has received written requests for inclusion therein within fifteen (15) days after the giving of notice by the Company The Company will use its obligation best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to register any Warrant Shares in connection with cause to become effective such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered Registration Statement as promptly as practicable. All registrations requested pursuant to this Section 7.1 for the same period 2 are referred to herein as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares "Piggyback Registrations." All Piggyback Registrations pursuant to this Section 7.1 that are eligible 2 will be made solely at the Company's expense, except for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, Stockholders' co~el fees and sales commissions incurred if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall Registrable Securities be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)sold.

Piggyback Registration Rights. 12.1 If at any time the Company shall determine determines to prepare and file proceed with the Commission preparation and filing with the SEC of a registration statement (a “the "Registration Statement”") relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securitiescommon shares, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act0000 Xxx) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants Subscriber written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Subscriber shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)writing, the Company will cause the registration under the Securities 1933 Act of all the Shares and the Warrant Shares which and (the Company has been so requested to register by the holder"Registrable Securities"), to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities of its common shares and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiescommon shares, the Company may, at its election, give written notice of such determination to such holder the Subscriber and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares the Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 the Registrable Securities for the same period as the delay in registering such other securitiescommon shares. The Company shall include in such Registration Statement registration statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, the Registrable Securities provided however that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information sale pursuant to Rule 144 144(k) of the Securities 1933 Act. In the case of an underwritten public offeringNotwithstanding any other provision in this Section 12, if the managing underwriter(s) or underwriter(s) should reasonably object Company receives a comment from the SEC which effectively results in the Company having to reduce the inclusion number of the Warrant Shares in Registrable Securities included on such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated may, in such Registration Statementits sole discretion, and based reduce on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) a pro rata basis the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Registrable Securities to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement. 12.2 In connection with each Registration Statement, the Subscriber will furnish to the Company in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. The Company may require the Subscriber to furnish to the Company a certified statement as to the number of shares of common stock beneficially owned by the Subscriber and the name of the natural person thereof that has voting and dispositive control over the Registrable Securities. 12.3 All fees and expenses incident to the performance of or compliance with the filing of the Registration Statement shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the OTC Bulletin Board or other exchange or quotation service on which the common stock of the Company is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company after consultation so desires such insurance, and (vi) fees and expenses of all other persons retained by the Company in connection with the underwriter(sfiling of the Registration Statement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the filing of the Registration Statement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange, if applicable. In no event shall the Company be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Subscriber. 12.4 The Company shall, notwithstanding any termination of this Subscription Agreement, indemnify and hold harmless the Subscriber, its officers, directors, agents and employees, and each person who controls the Subscriber (within the meaning of Section 15 of the 1933 Act or Section 20 of the 0000 Xxx) recommends and the inclusion officers, directors, agents and employees of none each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or to the extent that such information relates to the Subscriber or the Subscriber's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement, or in any amendment or supplement thereto or (ii) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. 12.5 The Subscriber shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the directors, officers, agents or employees of such Warrant Shares; providedcontrolling persons, howeverto the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Subscriber's failure to comply with the prospectus delivery requirements of the 1933 Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that if securities such untrue statement or omission is contained in any information so furnished in writing by the Subscriber to the Company specifically for inclusion in the Registration Statement or (ii) to the extent that such untrue statements or omissions are being offered based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or (iii) to the account extent that such information relates to the Subscriber or the Subscriber's proposed method of other persons distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement or entities in any amendment or supplement thereto or (z) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. In no event shall the liability of the Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. 12.6 If a claim for indemnification hereunder is unavailable to either the Company or the Subscriber (in each case, an "Indemnified Party or Indemnified Parties", as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as the Companyany other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such reduction Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Subscription, any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was available to such party in accordance with its terms. The parties hereto agree that it would not represent a greater fraction be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this section, no Subscriber shall be required to contribute, in the aggregate, any amount in excess of the number of Warrant Shares intended to be offered amount by which the proceeds actually received by the holders than Subscriber from the fraction sale of similar reductions imposed on the Registrable Securities subject to the proceeding exceeds the amount of any damages that the Subscriber has otherwise been required to pay by reason of such other persons untrue or entities (other than alleged untrue statement or omission or alleged omission, except in the Company)case of fraud by the Subscriber.

Piggyback Registration Rights. If the Company at any time hereafter proposes to register under the Company shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering Securities Act any of its securities, whether for its own account or for the account of others under other security holders or both (except with respect to registration statements on Forms X-0, X-0 or any successor to such forms or another form not available for registering the Securities Act Registrable Shares for sale to the public or any registration statement including only securities issued pursuant to a dividend reinvestment plan), each such time it will promptly give written notice to all holders of Registrable Shares of its intention so to do. Upon the written request of any of its equity securitiessuch holder, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified received by the Company in such written notice as may be necessary for within 20 days after the Company to comply with its obligations with respect to the timing giving of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of notice by the PurchasersCompany, if any)to register any or all of its Registrable Shares, the Company will use its best efforts to cause the Registrable Shares as to which registration under the Securities Act of all the Warrant Shares which the Company has shall have been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares so registered. The Company shall be obligated to include in such registration statement only such limited portion of Registrable Shares with respect to which such holder has requested inclusion hereunder. (i) If the registration of which the Company gives notice as provided above is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Shares as a part of the written notice given pursuant to this Section 2(b). In such event the right of any holder of Registrable Shares to registration pursuant to this Section 2(b) shall be conditioned upon such holder’s participation in such underwriting to the extent provided herein. All holders of Registrable Shares proposing to distribute their securities through such underwriting shall (together with the shares of Common Stock to be registered by the Company and shares of Common Stock held by Persons who by virtue of agreements with the Company are entitled to include shares in such registration (the “Other Shareholders”)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. If any holder of Registrable Shares disapproves of the terms of any such underwriting, that holder may elect to withdraw therefrom by timely written notice to the Company and the underwriter. Any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (ii) Notwithstanding any other provision of this Section 2(b), if the Company after consultation with underwriter determines that marketing factors require a limitation on the underwriter(s) recommends the inclusion number of fewer Warrant Shares, shares to be underwritten or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation Commission imposes such a limitation, such limitation will be imposed pro rata with respect to all securities whose holders have a contractual or incidental (“Piggyback”) right to include such securities in the underwriter(s) recommends the registration statement and as to which inclusion of none of has been requested pursuant to such Warrant Shares; right, provided, however, that no such reduction shall reduce the number of securities held by holders of Registrable Shares proposing to distribute their securities through such underwriting if any securities are being offered to be included in such underwriting for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (any Person other than the Company)Company or holders of Registrable Shares other than a holder exercising a demand or required registration right.

Piggyback Registration Rights. If the COMPANY at any time the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of register any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated securities under the Securities Act) , including under an SB-2 Registration Statement or their then equivalents relating otherwise, the COMPANY will use its best efforts to equity securities cause all of the Shares and all of the shares of common stock underlying the Warrants owned by PURCHASER to be issued solely in connection registered under the Act (with any acquisition of any entity or business or equity the securities issuable in connection with stock option or other employee benefit plans, which the Company shall send COMPANY at the time propose to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if anyregister), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required requisite to permit the sale or other disposition of by the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registeredPURCHASER; provided, however, that the Company shall not be required COMPANY may, as a condition precedent to register any Warrant Shares pursuant its effecting such registration, require the PURCHASER to this Section 7.1 that are eligible for resale without limitations concerning agree with the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with COMPANY and the managing underwriter should reasonably determine or underwriters of the offering to be made by the COMPANY in connection with such registration that the inclusion PURCHASER will not sell any securities of the Warrant Shares same class or convertible into the same class as those registered by the COMPANY (including any class into which the securities registered by the COMPANY are convertible) for such reasonable period after such registration becomes effective as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the COMPANY's offering would be materially adversely affect affected in the offering contemplated absence of such an agreement. All expenses incurred by the COMPANY in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the COMPANY and or counsel for the PURCHASER and the expense of any special audits incident to or required by any such Registration Statement, registration and based on such determination recommends inclusion in such Registration Statement the expenses of fewer complying with the securities or none blue sky laws of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement any jurisdiction shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered paid by the holders than COMPANY. Notwithstanding the fraction of similar reductions imposed on such other persons foregoing, PURCHASER shall pay all underwriting discounts or entities (other than commissions with respect to any securities sold by the Company)PURCHASER.

Piggyback Registration Rights. 8.1 If at any time the Company shall determine determines to prepare and file proceed with the Commission preparation and filing with the SEC of a registration statement (a “the "Registration Statement”") relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securitiescommon shares, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act0000 Xxx) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants Subscriber written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Subscriber shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)writing, the Company will cause the registration under the Securities 1933 Act of all the Warrant Shares which and (the Company has been so requested to register by the holder"Registrable Securities"), to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities of its common shares and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiescommon shares, the Company may, at its election, give written notice of such determination to such holder the Subscriber and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares the Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 the Registrable Securities for the same period as the delay in registering such other securitiescommon shares. The Company shall include in such Registration Statement registration statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, the Registrable Securities provided however that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information sale pursuant to Rule 144 144(k) of the Securities 1933 Act. In the case of an underwritten public offeringNotwithstanding any other provision in this Section 8, if the managing underwriter(s) or underwriter(s) should reasonably object Company receives a comment from the SEC which effectively results in the Company having to reduce the inclusion number of the Warrant Shares in Registrable Securities included on such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated may, in such Registration Statementits sole discretion, and based reduce on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) a pro rata basis the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Registrable Securities to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement. 8.2 In connection with each Registration Statement described in this Section 8, the Subscriber will furnish to the Company in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. The Company may require the Subscriber to furnish to the Company a certified statement as to the number of shares of common stock beneficially owned by the Subscriber and the name of the natural person thereof that has voting and dispositive control over the Shares. 8.3 All fees and expenses incident to the performance of or compliance with the filing of the Registration Statement shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the OTC Bulletin Board or other exchange or quotation service on which the common stock of the Company is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company after consultation so desires such insurance, and (vi) fees and expenses of all other persons retained by the Company in connection with the underwriter(sfiling of the Registration Statement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the filing of the Registration Statement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange, if applicable. In no event shall the Company be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Subscriber. 8.4 The Company shall, notwithstanding any termination of this Subscription Agreement, indemnify and hold harmless the Subscriber, its officers, directors, agents and employees, and each person who controls the Subscriber (within the meaning of Section 15 of the 1933 Act or Section 20 of the 0000 Xxx) recommends and the inclusion officers, directors, agents and employees of none each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or to the extent that such information relates to the Subscriber or the Subscriber's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement, or in any amendment or supplement thereto or (ii) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. 8.5 The Subscriber shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the directors, officers, agents or employees of such Warrant Shares; providedcontrolling persons, howeverto the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Subscriber's failure to comply with the prospectus delivery requirements of the 1933 Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that if securities such untrue statement or omission is contained in any information so furnished in writing by the Subscriber to the Company specifically for inclusion in the Registration Statement or (ii) to the extent that such untrue statements or omissions are being offered based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or (iii) to the account extent that such information relates to the Subscriber or the Subscriber's proposed method of other persons distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement or entities in any amendment or supplement thereto or (z) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. In no event shall the liability of the Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. 8.6 If a claim for indemnification hereunder is unavailable to either the Company or the Subscriber (in each case, an "Indemnified Party or Indemnified Parties", as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as the Companyany other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such reduction Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Subscription, any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was available to such party in accordance with its terms. The parties hereto agree that it would not represent a greater fraction be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this section, no Subscriber shall be required to contribute, in the aggregate, any amount in excess of the number of Warrant Shares intended to be offered amount by which the proceeds actually received by the holders than Subscriber from the fraction sale of similar reductions imposed on the Registrable Securities subject to the proceeding exceeds the amount of any damages that the Subscriber has otherwise been required to pay by reason of such other persons untrue or entities (other than alleged untrue statement or omission or alleged omission, except in the Company)case of fraud by the Subscriber.

Piggyback Registration Rights. If at any time the Company shall determine to prepare and file with the Commission a registration statement (a ““ Registration StatementStatement ”) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, howeverhowever , that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, howeverhowever , that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights. If at any time (i) Whenever the Company shall determine proposes to prepare and file with register any of its Common Shares or any other common shares of the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others Company under the Securities Act of any of its equity securities, (other than a registration (A) pursuant to a demand registration under Section 2(a) herein, (B) on Form S-4 or Form S-8 other appropriate, applicable form, including any successor or similar form(s), (each as promulgated under the Securities ActC) or their then equivalents relating to equity securities to be issued solely Common Shares or any other common shares of the Company issuable upon exercise of employee or consultant share options or in connection with any acquisition employee benefit or similar plan of any entity the Company or business or equity securities issuable (D) in connection with stock option a direct or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified indirect acquisition by the Company in such written notice as may be necessary for the Company to comply with its obligations of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the timing Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the filing registration statement relating to such registration to the Holders, which notice shall set forth such Holders' rights under this Section 2(c) and shall offer the Holders the opportunity to include in such registration statement such number of such Registration Statement, any such holder shall so Registrable Securities as the Holders may request. Upon the written request in writing of a Holder made within 10 days after the receipt of notice from the Company (which request shall specify the Warrant Shares number of Registrable Securities intended to be disposed of by the Purchasers, if anysuch Holders), the Company will cause use its best efforts to effect the registration under the Securities Act of all the Warrant Shares which Registrable Securities that the Company has been so requested to register by the holderHolders, to the extent required requisite to permit the disposition of the Warrant Shares so Registrable Securities to be so registered; provided provided, however, that (A) if such registration involves a Public Offering, the Holders must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any securities Registrable Securities pursuant to this Section 2(c) and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiesRegistrable Securities, the Company may, at its election, shall give written notice of such determination to such holder the Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such registration. The Company's obligations under this Section 2(c) shall terminate on the date that the registration (but not from its obligation statement to pay fees and expenses be filed in accordance with Section 8.1 hereof), and 2(a) is declared effective by the Commission. (ii) in the case of If a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered registration pursuant to this Section 7.1 for 2(c) involves a Public Offering and the same period as managing underwriter thereof advises the delay Company that, in registering such its view, the number of Common Shares, if any, or other securities. The Common Shares that the Company shall and the Holders intend to include in such registration exceeds the largest number of Common Shares (including any other Common Shares or warrants of the Company) that can be sold without having an adverse effect on such Public Offering (the "Maximum Offering Size"), the Company will 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, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement all or any part by reason of such Warrant Shares such holder requests demand registration rights, and (3) third, the securities requested to be registered; providedregistered by other holders of securities entitled to participate in the registration, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and drawn from them pro-rata based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares shares each has requested to be included in such registration and the registrationHolders pursuant to this Appendix I. If as a result of the proration provisions of this Section 2(c)(ii), if the Holders are not entitled to include all such Registrable Securities in such registration, such Holders may elect to withdraw their request to include any Registrable Securities in such registration. Notwithstanding the foregoing, the Company after consultation with shall have no obligations under this Section 2(c) hereof at any time that such Registrable Securities are the underwriter(s) recommends the inclusion subject of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)an effective registration statement.

Piggyback Registration Rights. If at (but without any time obligation to do so) the Company shall determine proposes to prepare and file with the Commission register (including for this purpose a registration statement (a “Registration Statement”effected by the Company for stockholders other than the Investor) relating to an offering any of its stock, either for its own account or the account of others a security holder or holders, under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan or option agreements, an offering or sale of securities pursuant to a Form S-4 (or successor form) registration statement, or any acquisition 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 any entity or business or equity securities issuable in connection with stock option or other employee benefit plansthe "Registrable Securities" as such term is defined below), the Company shall send to each holder of shall, at such time, promptly give the Notes and Warrants Investor written notice of such determination and, if registration. Upon the written request of Investor given within thirty ten (3010) days after receipt mailing of such notice, or within such shorter period of time as may be specified notice by the Company, the Company in shall, subject to the provisions of this Section, cause to be registered under the Securities Act all of the Registrable Securities that Investor has requested to be registered. For purposes of this Section, Registrable Securities shall mean the Shares of Company common stock issued upon conversion of the Preferred Stock owner by Investor, to the extent such written notice as shares may not be necessary for resold under Rule 144 under the Securities Act or otherwise without registration. It shall be a condition precedent to the obligations of the Company to comply with its obligations take any action pursuant to this Section with respect to the timing Registrable Securities of Investor that Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Investor's Registrable Securities. The entire unpaid principal balance of this note shall immediately become due and payable, at the option of the filing Payee, upon the occurrence of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition either of the Warrant Shares so following events of default (each, an “Event of Default”): (a) Failure by Maker to be registered; provided that if at pay all principal and interest hereunder as and when the same becomes due and payable in accordance with the terms hereof, or (b) failure by Maker to comply with any time other covenant hereunder and such failure continues for three (3) days after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Actfailure. In the case event of Default specified above shall occur, Payee may proceed to protect and enforce its rights by suit in equity and/or by action at law or by other appropriate proceedings. No delay on the part of the Payee in the exercise of any power or right under this Note, or under any other instrument executed pursuant thereto shall operate as a waiver thereof, nor shall a single or partial exercise of any other power or right preclude further exercise thereof. Notwithstanding anything made hereunder shall be applied, at the option of Xxxxx, first to costs of collection, then to interest, and then to principal. It is hereby specially agreed that if this note is placed into the hands of an underwritten public offeringattorney for collection, or if provided, established, or collected in any court, Maker agrees to pay to Payee an amount equal to all expenses incurred in enforcing or collecting this Note, including court costs and reasonable attorneys’ fees. Except for the managing underwriter(s) or underwriter(s) should reasonably object to notice expressly provided herein, the inclusion undersigned hereby waives presentment for payment, notice of the Warrant Shares nonpayment, demand, notice of demand, protest, notice of protest, diligence in such Registration Statementcollection, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statementgrace, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holderswithout further notice hereby consents to renewals, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Sharesextensions, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company partial payments either before or after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)maturity.

Piggyback Registration Rights. If 2.1 If, at any time during the Registration Period, the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act with respect to any proposed public offering by the Company or by any holders of any class of its equity securitiessecurities of the Company, other the Company shall, not later than on Form S-4 or Form S-8 (each as promulgated 60 days prior to the proposed date of filing of such registration statement with the SEC under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of the proposed filing to each of the Shareholders, 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 Shareholder may elect, by written notice to the Company (which notice shall specify the aggregate number of the Covered Shares proposed to be offered and sold by such determination Shareholder pursuant to such holder andregistration statement, thereuponthe identity of the proposed seller thereof, (iand a general description of the manner in which such person intends to offer and sell such Shares) given at least 30 days before the registration statement's anticipated effective date, to have any or all of the Covered Shares owned by it included in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)statement, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include such Covered Shares in such Registration Statement all registration statement. If the Managing Underwriter(s) or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In Underwriters (in the case of an underwritten public offering, if the managing underwriter(s) or underwriter(sregistration) should reasonably object to the inclusion exercise of the Warrant Piggyback Registration Rights with respect to such registration statement, then in the discretion of the Company, either: (i) the Covered Shares owned by the Selling Shareholders shall nevertheless be included in such Registration Statementregistration statement subject to the condition that the Selling Shareholders may not offer or sell their Covered Shares included therein for a period of at least 90 days after the initial effective date of such registration statement, then 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 Covered Shares for a reasonable period thereafter; or (ii) if the Company after consultation with Company, upon insistence of the managing underwriter Underwriter, should reasonably determine that the inclusion of such Covered Shares, notwithstanding the Warrant Shares provisions of the preceding clause (i), would materially adversely affect the offering contemplated in such Registration Statementregistration statement, and based on such determination recommends inclusion in such Registration Statement registration statement of fewer or none of the Warrant Covered Shares owned by the Shareholders, then the number of the Covered Shares of the holders, then (x) the number of Warrant Shares of the holders Shareholders included in such Registration Statement registration statement shall be reduced pro-rata among such holders (based upon the number of Warrant Covered Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; providedPROVIDED, howeverHOWEVER, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares securities intended to be offered by holders of the holders Covered Shares than the fraction of similar reductions imposed on such other persons or entities (other than the Company); PROVIDED ALSO that the Company shall register those Covered Shares excluded from the offering on a Form S-3 or any similar short form registration statement then in effect on behalf of the Shareholders at the request of the Shareholders 90 days after the completion of the underwritten offering. 2.2 Unless otherwise required by law, rule or regulation, if the Covered Shares owned by the Shareholders who have made the election provided in Section 2.1 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, blue sky qualification fees and expenses, exchange listing fees and expenses, legal fees and expenses (including the legal fees and expenses of one law firm selected by the Shareholders), printing costs and costs of any special audits or accounting fees, but excluding the Selling Shareholder's pro rata share of underwriting discounts and commissions with respect to its Covered Shares included therein. 2.3 Once the registration process has been commenced, the Company shall complete the registration process. The Company shall take all necessary action (including, if required, the filing of any supplements or post-effective amendments to such registration statement) to keep such registration statement effective for one year after it first becomes effective. 2.4 The Shareholders shall have the right to exercise their Piggyback Registration Rights pursuant to the provisions of this Section 2 on any number of occasions that the Company shall determine to file any registration statement. 2.5 The Piggyback Registration Rights granted pursuant to this Section 2 shall apply to any registration statement except such rights shall not apply to (a) a registration relating solely to employee stock option, purchase or other employee plans, or (b) a registration on Form S-4.

Piggyback Registration Rights. If at any time after the date hereof the Company shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others register under the Securities Act (including pursuant to a demand of any security holder of the Company exercising registration rights) any of its equity securities, other than Common Stock (except pursuant to the registration statement on Form S-4 or Form S-8 S-3 filed with the SEC on April 30, 1999 (each as promulgated under the Securities Act) or their then equivalents relating to equity file No. 333-77443), securities to be issued solely in connection with any acquisition of any entity or business or equity securities business, shares issuable in connection with stock option or other solely pursuant to employee benefit plansplans eligible for registration on SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), the Company it shall send to each holder Lender and to each of the Notes and Warrants Warrant Holder(s) written notice of such determination at least thirty (30) days prior to each such filing and, if within thirty twenty (3020) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Warrant Holder shall so request in writing writing, the Company shall use its best efforts to include in such registration statement (which request shall specify to the extent permitted by applicable regulation) all or any part of the Warrant Shares intended (collectively referred to in this SECTION 6 as "REGISTRABLE SECURITIES") that such Warrant Holder requests to be disposed registered, provided, however, that if, in connection with any offering involving an underwriting of Common Stock to be issued by the PurchasersCompany, the managing underwriter shall impose a limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent that any Registrable Securities remain available for registration after the underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Warrant Holder requesting inclusion only the product of : (i) the number of Registrable Securities with respect to which such Warrant Holder has requested inclusion hereunder and (ii) such Warrant Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of which Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which are included in any underwritten offering under this SECTION 6(A) shall be sold upon such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If any Warrant Holder disapproves of the terms of such underwriting, such Warrant Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the "COMPANY UNDERWRITER") to permit the Warrant 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, if anythe Company Underwriter delivers a written opinion to the Warrant Holders that the total amount or kind of securities which they, the Company and any other Persons intend to include in such offering (the "TOTAL SECURITIES") is sufficiently large so as to prevent the Company from effecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of any members of management shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter, and if the amount or kind of Total Securities is still sufficiently large so as to prevent the Company from effecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of the Warrant Holders and any other Persons shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter. Notwithstanding the provisions of this SECTION 6(A), the Company will cause shall have the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holderright, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving it shall have given written notice pursuant to this SECTION 6(A) (irrespective of its intention whether a written request for inclusion of Registrable Securities shall have been made), to register elect not to file any securities such proposed registration statement or to withdraw the same after the filing and prior to the effective date of the Registration Statement filed thereof whether or not any Warrant Holder has elected to include securities in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights. (a) If the Company at any time the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of register any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated shares of Common Stock under the Securities Act) , whether of its own accord or their then equivalents relating to equity securities to be issued solely in connection with any acquisition at the demand of any entity or business or equity holders of other such securities issuable in connection with stock option or other employee benefit plans, the Company shall send pursuant to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations an agreement with respect to the timing registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration statement proposed to be used may be used for the registration of the Shares as contemplated hereunder, the Company will give notice to Holder not less than 10 days nor more than 30 days prior to the filing of such Registration Statementregistration statement of its intention to proceed with the proposed registration (the "Registration"), and, upon written request of the Holder made within ten (10) days after the receipt of any such holder shall so request in writing notice (which request shall will specify the Warrant number of Shares intended to be disposed of by the Purchasers, if anyHolder and state the intended method of disposition thereof), the Company will use its best efforts to cause the all Shares of Holder as to which registration has been requested to be registered under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holderAct, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the such Registration Statement filed is in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object Holder's Shares to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders be included in such Registration Statement shall be reduced pro-rata among such holders (based offered upon the number same terms and conditions as applied to any other securities included in such Registration. Notwithstanding anything contained in this Section 1(a) to the contrary, the Company shall have no obligation to cause Shares to be registered with respect to any Shares which shall be eligible for resale under Rule 144 of Warrant Shares the Act. If the Company believes it is in the best interests of the Company to terminate the Registration for any reason, it shall have no obligations to continue the Registration but shall promptly notify Holder of such determination. (b) If a Registration is a primary registration on behalf of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be included in such Registration (whether by the registration)Company, the Holder, or other holders of the Company's securities pursuant to any other rights granted by the Company to participate in such Registration) exceeds the amount of such securities which can be successfully sold in such offering, the Company will include in such Registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, in the following order (A) first, all of the securities the Company proposes to sell, and (B) second, any other securities held by holders with registration rights requested to be included in such Registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such holders. (c) If a Registration is a secondary registration on behalf of holders of securities of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company after consultation with in writing that in their opinion the underwriter(s) recommends the inclusion amount of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall securities requested to be included in such Registration Statement(whether by such holders, if by the Holder, or by holders of the Company's securities pursuant to any other rights granted by the Company after consultation with to participate in such Registration) exceeds the underwriter(s) recommends the inclusion of none amount of such Warrant Shares; providedsecurities which can be sold in such offering, howeverthe Company will include in such Registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, that if securities are being offered for in the account of other persons or entities as well as the Companyfollowing order (A) first, such reduction shall not represent a greater fraction all of the number of Warrant Shares intended securities requested to be offered included by holders with demand registration rights who are demanding such Registration, pro rata among the holders than thereof on the fraction basis of similar reductions imposed the amount of such securities then owned by such holders, and (B) second, any other securities held by holders with piggyback registration rights, requested to be included in such Registration, pro rata among the holders thereof on the basis of the amount of such other persons or entities (other than the Company)securities then owned by such holders.

Piggyback Registration Rights. If (a) In the event that the Company at any time the Company shall determine proposes or is required to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for register any of its own account Capital Stock or the account of others any other securities under the Securities Act (including pursuant to Section 5.2 hereof), whether or not for sale for its own account, in a manner that would permit registration of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated Registrable Securities for sale for cash to the public under the Securities Act, subject to the last sentence of this Section 5.3(a), it shall at each such time give prompt written notice (the “Piggyback Notice”) to each Stockholder of its intention to do so, which Piggyback Notice shall specify the number and class or their then equivalents relating to equity securities classes (or type or types) of Registrable Securities to be issued solely in connection with any acquisition registered. Upon the written request of any entity or Stockholder made within fifteen (15) business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of the Piggyback Notice by such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing Person (which request shall specify the Warrant Shares number of Registrable Securities intended to be disposed of), subject to the other provisions of by the Purchasers, if any)this Article V, the Company will cause shall effect, in connection with the registration of such Capital Stock or other securities, the registration under the Securities Act of all the Warrant Shares Registrable Securities which the Company has been so requested to register by register; provided, that in no event shall the holder, to the extent Company be required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for 5.3 any securities of a class or type other than the same period as classes or types described in the delay Piggyback Notice. Notwithstanding anything to the contrary contained in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; providedthis Section 5.3, however, that the Company shall not be required to register effect any Warrant Shares pursuant to registration of Registrable Securities under this Section 7.1 that are eligible 5.3 incidental to the registration of any of its securities on Forms S-4 or S-8 (or any similar or successor form providing for resale without limitations concerning the availability registration of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offeringsecurities in connection with mergers, if the managing underwriter(sacquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans) or underwriter(s) should reasonably object to the inclusion any other form that would not be available for registration of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)Registrable Securities.

Piggyback Registration Rights. (a) If at the Company, during the term of this Warrant, proposes to register any time of its securities under the Company shall determine Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to prepare and file with the Commission a registration statement (a “Registration Statement”on Form S-4 or any successor forms) relating to an offering whether for its own account or for the account of others under the Securities Act of any holder or holders of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansshares, the Company shall send to at each holder of the Notes and Warrants written notice of such determination and, if within time give prompt (but not less than thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by prior to the Company in such anticipated effectiveness thereof) written notice as may be necessary for the Company to comply with its obligations with respect to the timing holder of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the this Warrant Shares intended and to be disposed of by the Purchasersits assignees, if any, of its intention to do so. The holder of Warrant shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice. Except as set forth in Section 4(ii), the Company will cause use reasonable commercial efforts to effect the registration under the Securities Act of all of the Warrant Shares which the Company has been so requested to register by the such holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part by inclusion of such Warrant Shares such holder requests to be registered; provided, however, that in the registration statement which covers the securities which the Company shall not be required proposes to register any register. The Company will pay all registration expenses in connection with each registration of Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning 4. (b) If the availability Company at any time proposes to register any of current public information pursuant to Rule 144 of its securities under the Securities Act. In Act as contemplated by this Section 4 and such securities are to be distributed by or through one or more underwriters, the case of an underwritten public offeringCompany will, if the managing underwriter(s) or underwriter(s) should reasonably object requested by a holder of Warrant, use its reasonable commercial efforts to the inclusion of arrange for such underwriters to include all the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered and sold by such holder among the holders than the fraction of similar reductions imposed on securities to be distributed by such other persons or entities (other than the Company)underwriters.

Piggyback Registration Rights. If at any time following the completion of an IPO Event the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering effect another Registration, whether or not for sale for its own account and (subject to the provisions of Section 9.1 above) whether or not pursuant to the account of others under the Securities Act exercise of any of its equity securitiesthe demand registration rights referred to in Section 9.1 hereof, other than on Form S-4 or Form S-8 (each as promulgated in a manner which would permit Registration of Registrable Securities for sale to the public under the Securities Act, it will each such time, subject to the provisions of Sections 9.1 and 9.2(c) or their then equivalents hereof, give prompt written notice to all Shareholders of record of Registrable Securities of its intention to do so and of such Shareholders' rights under this Article IX, at least 25 days prior to the anticipated filing date of the registration statement relating to equity securities such Registration. Such notice shall offer all such Shareholders the opportunity to be issued solely include in connection with any acquisition such registration statement such number of Registrable Securities as each such Shareholder may request. Upon the written request of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, such Shareholder made within 10 days after the Company shall send to each holder receipt of the Notes and Warrants written Company's notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares number of Registrable Securities intended to be disposed of by such Shareholder and the Purchasers, if anyintended method of disposition thereof), the Company will cause use its best efforts to effect the registration Registration under the Securities Act and the qualification under any applicable state securities or Blue Sky laws of all the Warrant Shares Registrable Securities which the Company has been so requested to register by the holderShareholders thereof, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Warrant Shares Registrable Securities so requested to be registered; provided that: (a) if such Registration involves an underwritten public offering, all Shareholders requesting that if their Registrable Securities be included in the Company's Registration must, upon request by the underwriter(s), sell their Registrable Securities to such underwriter(s) selected by the Company (or the Requesting Shareholders in accordance with Section 9.1, as the case may be) on the same terms and conditions as apply to the Company or any selling securityholder (or on equivalent terms and conditions, in the event that such requesting Shareholders hold different securities from those being sold by the Company or such selling securityholder), including, without limitation, executing and delivering such underwriting agreements or other related agreements to which the Company or any such selling securityholder has agreed to execute and deliver; (b) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 9.2 and prior to the effective date of the Registration Statement registration statement filed in connection with such registrationRegistration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, shall give written notice to all Shareholders of such determination to such holder Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such Registration (without prejudice, however, to the rights, if any, of the Shareholders immediately to request that such registration be effected as a Registration under Section 9.1); (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (iic) in the case of if a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered Registration pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include 9.2 involves an underwritten public offering, any Shareholder of Registrable Securities requesting to be included in such Registration Statement all or any part may elect, in writing at least 10 days prior to the effective date of the registration statement filed in connection with such Warrant Shares Registration, not to register such holder requests to be registered; provided, however, that securities in connection with such Registration; (d) the Company shall not be required to register effect any Warrant Shares Registration of Common Stock under this Section 9.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans (including, without limitation, any registration of securities on a Form S-4 or S-8 registration statement or any successor or similar forms); and (e) no Registration of Common Stock effected under this Section 9.2 shall relieve the Company of its obligation to effect a Registration of shares of Common Stock pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)9.1.

Piggyback Registration Rights. (a) If at any time after the date hereof the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others register any Common Stock under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under for sale to the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic for cash, the Company shall send to each holder of the Notes and Warrants give written notice to Optionee of such determination andits intention so to do at least 20 days prior to filing the related registration statement (the "Registration Statement"). Upon the written request of Optionee, if given within thirty (30) 10 days after receipt of any such notice, to register any Option Shares (whether such Option Shares have been issued or within such shorter period of time as may be specified by remain underlying the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if anyoption created hereby), the Company will shall use its best efforts to cause the all Option Shares, as to which registration under the Securities Act of all the Warrant Shares which the Company has shall have been so requested requested, to register be included in the securities to be covered by the holderRegistration Statement, all to the extent required requisite to permit the sale or other disposition by Optionee of the Warrant Option Shares so requested to be so registered; provided that if provided, however, that: (i) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registrationStatement, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder andOptionee, thereupon, (i) in and thereupon the case of a determination not to register, Company shall be relieved of its obligation to register any Warrant Option Shares in connection with such registration. (ii) If such registration involves an underwritten offering, Optionee must sell its Option Shares to the underwriters selected by the Company on the same terms and conditions as apply to the Company (but not from except as otherwise agreed to by the Company in writing). The number of Option Shares to be included in such an underwriting may be reduced, pro rata among all the Company's shareholders selling shares in the offering, in a ratio equal to the respective amounts of shares proposed to be sold by such shareholders, if and to the extent that the managing underwriter shall advise Optionee and the Company by letter of its obligation belief that the number of securities requested to be registered exceeds the number that can be sold in (or during the term of) such offering without adversely affecting the marketing of the securities to be sold by the Company. (b) In connection with the registration provided for hereunder, Optionee shall use reasonable efforts to cooperate with the Company and shall furnish to the Company in writing such information with respect to it and its proposed distribution as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws. (c) The Company shall pay all expenses incurred by the Company in complying with this Section, including, without limitation, all registration, qualification, and filing fees, blue sky fees and expenses, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, all fees and expenses in accordance with Section 8.1 hereofof the underwriter customarily paid by issuers or sellers of securities (including fees of the National Association of Securities Dealers, Inc.), transfer taxes, escrow fees, fees of transfer agents and (ii) in registrars, and costs of insurance. Optionee shall pay all underwriting discounts and selling commissions applicable to the case sale of a determination to delay registering, shall be permitted to delay registering any Warrant the Option Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. registered. (i) The Company shall include protect, indemnify and hold Optionee, and its officers, directors, shareholders, attorneys, accountants, employees, affiliates, successors and assigns, harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (aa) any untrue statement or alleged untrue statement of any material fact contained in such or incorporated by reference into the Registration Statement all Statement, any preliminary prospectus or final prospectus contained therein, or any part of such Warrant Shares such holder requests amendment or supplement thereto, (bb) the omission or alleged omission to state therein a material fact required to be registeredstated therein or necessary to make the statements therein not misleading, or (cc) any material violation by the Company of any rule or regulation promulgated under Act applicable to the Company and relating to action or inaction by the Company in connection with any such registration; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In liable in the case of an underwritten public offering, (aa) and (bb) above if the managing underwriter(s) or underwriter(s) should reasonably object and to the inclusion extent that the event otherwise giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by a person otherwise entitled to indemnification in writing specifically for use in the Warrant Shares Registration Statement or prospectus or information contained in such a writing that has been expressly approved or deemed approved by a person otherwise entitled to indemnification. (ii) Optionee shall protect, indemnify and hold the Company and its officers, directors, shareholders, attorneys, accountants, employees, affiliates, successors and assigns, harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (aa) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statementany preliminary prospectus or final prospectus contained therein, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holdersany amendment or supplement thereto, then (xbb) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested omission or alleged omission to state therein a material fact required to be included in stated therein or necessary to make the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Sharesstatements therein not misleading, or (ycc) none any material violation by Optionee of any rule or regulation promulgated under the Warrant Shares of the Holders shall be included Act applicable to Optionee and relating to action or inaction by Optionee in connection with any such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Sharesregistration; provided, however, that Optionee shall be liable in the case of (aa) and (bb) above only if securities are being offered and to the extent that the event giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by Optionee in writing specifically for use in the account Registration Statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by Optionee. (iii) Promptly after receipt by an indemnified party under this Section 6 of other persons notice of the threat or entities as well as the Companycommencement of any action, such reduction indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party hereunder, notify each such indemnifying party in writing thereof, but the omission so to notify an indemnifying party shall not represent relieve it from any liability which it may have to any indemnified party to the extent that the indemnifying party is not prejudice as a greater fraction result thereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the number commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of Warrant Shares intended its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so elected; provided, however, that, if the defendants in any such action include both an indemnified party and an indemnifying party and the related indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be believed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be offered reimbursed by the holders than indemnifying party as incurred. No indemnifying party shall be subject to any liability for any settlement made without consent which shall not be unreasonably withheld. No indemnifying party shall consent to the fraction entry of similar reductions imposed on any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such other persons indemnified party of a release from all liability with respect to such claim or entities (other than the Company)litigation.

Piggyback Registration Rights. (a) If the Company at any time the Company shall determine proposes or is required to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for register any of its own account Capital Stock or the account of others any other securities under the Securities Act (including pursuant to Section 8.2 hereof), whether or not for sale for its own account, in a manner that would permit registration of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated Registrable Securities for sale for cash to the public under the Securities Act, subject to the last sentence of this Section 8.3(a), it shall at each such time give prompt written notice (the “Piggyback Notice”) to each Stockholder of its intention to do so, which Piggyback Notice shall specify the number and class or their then equivalents relating to equity securities classes (or type or types) of Registrable Securities to be issued solely in connection with any acquisition registered. Upon the written request of any entity or Stockholder made within fifteen (15) business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of the Piggyback Notice by such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing Person (which request shall specify the Warrant Shares number of Registrable Securities intended to be disposed of), subject to the other provisions of by the Purchasers, if any)this Article V, the Company will cause shall effect, in connection with the registration of such Capital Stock or other securities, the registration under the Securities Act of all the Warrant Shares Registrable Securities which the Company has been so requested to register by register; provided, that in no event shall the holder, to the extent Company be required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for 8.3 any securities of a class or type other than the same period as classes or types described in the delay Piggyback Notice. Notwithstanding anything to the contrary contained in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; providedthis Section 8.3, however, that the Company shall not be required to register effect any Warrant Shares pursuant to registration of Registrable Securities under this Section 7.1 that are eligible 8.3 incidental to the registration of any of its securities on Forms S-4 or S-8 (or any similar or successor form providing for resale without limitations concerning the availability registration of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offeringsecurities in connection with mergers, if the managing underwriter(sacquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans) or underwriter(s) should reasonably object to the inclusion any other form that would not be available for registration of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)Registrable Securities.

Piggyback Registration Rights. (a) If at any time or from time to time after the Warrants become exercisable in accordance with their terms, the Company shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering register any of its securities, for its own account or the account of others under the Securities Act of any of its equity securitiesstockholders, other than a registration on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity successor or business or equity securities issuable in connection with stock option or other employee benefit planssimilar forms thereto, the Company shall send will: (i) give to each holder of the Notes and Warrants Holder written notice of thereof as soon as practicable prior to filing the Registration Statement; and (ii) include in such determination andregistration and in any underwriting involved therein, if all the Registrable Securities specified in a written request or requests, made within thirty fifteen (3015) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice from the Company, by any Holder or Holders, except as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statementset forth in paragraph (b) below, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if if, at any time after giving written such notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason or for no reason not to register or to delay registration of such securitiesthe securities of the Company which were to be included in the Registration Statement, the Company may, at its election, give written notice of such determination to each Holder desiring to include Registrable Securities in such holder Registration Statement, and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares of such Holders' Registrable Securities in connection with such registration (but not from its obligation obligations to pay fees and expenses incurred in accordance with connection therewith, limited as set forth in Section 8.1 hereof7), and (ii) in the case of a determination to delay in registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 all Holders' Registrable Securities for the same period as the delay in registering such other securities. The Company shall will pay the expenses in connection with each registration pursuant to this Section 5, to the extent provided in Section 7. (b) In the case where the Company is registering securities for the purpose of an Underwritten Offering, if the managing underwriter of the offering advises the Company and each Holder desiring to include Registrable Securities in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; providedin writing that, howeverin its opinion, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares securities requested to be included in such registration exceeds the registration)number which can be sold in such offering without materially and adversely affecting the success of such offering, if the Company after consultation with will include in such registration to the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none extent of the Warrant Shares of number which the Company is so advised can be sold in such offering securities determined as follows: First, the securities proposed by the Company to be sold for its own account; and Second, allocated among the Holders shall desiring to include Registrable Securities in such Registration Statement pro rata based on the number of Registrable Securities to be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of registration by such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)Holders.

Piggyback Registration Rights. 1.1 If at any time the Company shall determine determines to prepare and file proceed with the preparation and filing with the Securities and Exchange Commission (the “SEC”) of a registration statement (a “the "Registration Statement”") relating to an offering for its own account or the account of others under the United States Securities Act of 1933, as amended (the “1933 Act”), of any shares of its equity securitiescommon stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act0000 Xxx) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option options or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants Shareholder written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Shareholder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)writing, the Company will cause the registration under the Securities 1933 Act of all the Warrant Shares which shares of common stock of the Company has been so requested issued or issuable to register the Shareholder upon exchange of the Exchangeable Shares held by the holderShareholder (the "Registrable Securities"), to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities of its shares of common stock and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiesshares, the Company may, at its election, give written notice of such determination to such holder the Shareholder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares the Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 the Registrable Securities for the same period as the delay in registering such other securitiesshares. The Company shall include in such Registration Statement registration statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, the Registrable Securities provided however that the Company shall not be required to register any Warrant of the Registrable Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information sale pursuant to Rule 144 144(k) of the Securities 1933 Act. In the case of an underwritten public offeringNotwithstanding any other provision in this Agreement, if the managing underwriter(s) or underwriter(s) should reasonably object Company receives a comment from the SEC which effectively results in the Company having to reduce the inclusion number of the Warrant Shares in shares of common stock being registered on such Registration Statement, then if the Company after consultation may, in its sole discretion, reduce on a pro rata basis along with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) all other shares being registered the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Registrable Securities to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement. 1.2 In connection with each Registration Statement described in Section 1.1 hereof, the Shareholder will furnish to the Company in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. The Company may require the Shareholder to furnish to the Company a certified statement as to the number of shares of common stock beneficially owned by the Shareholder and the name of the person thereof that has voting and dispositive control over the Registrable Securities. 1.3 All fees and expenses incident to the performance of or compliance with the filing of the Registration Statement shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the OTC Bulletin Board or other exchange or quotation service on which the common stock of the Company is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company after consultation so desires such insurance, and (vi) fees and expenses of all other persons retained by the Company in connection with the underwriter(sfiling of the Registration Statement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the filing of the Registration Statement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange, if applicable. In no event shall the Company be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Shareholder. 1.4 The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Shareholder, and if applicable, its officers, directors, agents and employees, and each person who controls the Shareholder (within the meaning of Section 15 of the 1933 Act or Section 20 of the United States Securities Exchange Act of 1934 (the “1934 Act”)) recommends and the inclusion officers, directors, agents and employees of none each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, "Losses"), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that such untrue statements or omissions (i) are based solely upon information regarding the Shareholder furnished in writing to the Company by the Shareholder expressly for use therein, or to the extent that such information relates to the Shareholder or the Shareholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Shareholder expressly for use in the Registration Statement, or in any amendment or supplement thereto, or (ii) are contained in an outdated or defective Registration Statement used by the Shareholder after the Company has notified the Shareholder in writing that the Registration Statement is outdated or defective. 1.5 The Shareholder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the directors, officers, agents or employees of such Warrant Shares; providedcontrolling persons, howeverto the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Shareholder’s failure to comply with the prospectus delivery requirements of the 1933 Act, or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, that if securities such untrue statements or omissions (i) are being offered contained in any information so furnished in writing by the Shareholder to the Company specifically for inclusion in the account Registration Statement, or (ii) are based solely upon information regarding the Shareholder furnished in writing to the Company by the Shareholder expressly for use therein, or (iii) are contained in information relating to the Shareholder or the Shareholder’s proposed method of other persons distribution of Registrable Securities that was reviewed and expressly approved in writing by the Shareholder expressly for use in the Registration Statement or entities in any amendment or supplement thereto, or (z) the use by the Shareholder of an outdated or defective Registration Statement after the Company has notified the Shareholder in writing that the Registration Statement is outdated or defective. In no event shall the liability of the Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by the Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. 1.6 If a claim for indemnification hereunder is unavailable to either the Company or the Shareholder (in each case, an "Indemnified Party or Indemnified Parties", as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as the Companyany other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such reduction Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was available to such party in accordance with its terms. The parties hereto agree that it would not represent a greater fraction be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this section, no Shareholder shall be required to contribute, in the aggregate, any amount in excess of the number of Warrant Shares intended to be offered amount by which the proceeds actually received by the holders than Shareholder from the fraction sale of similar reductions imposed on the Registrable Securities subject to the proceeding exceeds the amount of any damages that the Shareholder has otherwise been required to pay by reason of such other persons untrue or entities (other than alleged untrue statement or omission or alleged omission, except in the Company)case of fraud by the Shareholder.

Piggyback Registration Rights. If at any time Whenever the Company shall determine proposes to prepare register any Subject Securities under the Act, and file with the Commission registration form to be used may be used for the registration of the Registrable Securities (other than a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 or any similar successor forms) (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansa "Piggyback Registration"), the Company shall send to each holder of the Notes and Warrants give written notice to Revlon, at least 20 days prior to the anticipated filing date, of its intention to effect such determination anda registration, if within thirty (30) days after receipt which notice shall specify the proposed offering price, the kind and number of securities proposed to be registered, the distribution arrangements and such other information that at the time would be appropriate to include in such notice, or within such shorter period of time as may be specified by the Company and shall, subject to Section 2(c), include in such written notice as may be necessary for the Company to comply with its obligations Piggyback Registration all Registrable Securities with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by received a written request for inclusion therein within 20 days after the holderdelivery of such notice; provided, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided however, that if if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder Revlon and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Warrant Shares Registrable Securities under this Section 2(a) in connection with such registration (but not from its obligation to pay fees and the registration expenses incurred in accordance with Section 8.1 hereof), connection therewith) and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Warrant Shares being registered pursuant to Registrable Securities under this Section 7.1 for 2(a) during the same period as that the delay in registering registration of such other securitiessecurities is delayed. The Company shall include in further agrees to supplement or amend a Registration Statement if required by applicable laws, rules or regulations or by the instructions applicable to the registration form used by the Company for such Registration Statement Statement. Revlon shall be permitted to withdraw all or any part of its Registrable Securities from a registration at any time prior to the effective date of the Registration Statement by notifying the Company of such Warrant Shares withdrawal not later than five business days prior to such holder requests to be registeredeffective date; provided, however, provided that the Company has given Revlon sufficient prior notice of the anticipated effective date to enable Revlon to exercise such withdrawal rights. If Revlon withdraws any such securities from a registration pursuant to the preceding sentence, Revlon shall not pay to the Company any incremental expenses of such registration specifically attributable to the withdrawal of such Registrable Securities. Registrable Securities with respect to which such request for registration has been received shall be required registered by the Company and offered to register any Warrant Shares the public in a Piggyback Registration pursuant to this Section 7.1 that are eligible for resale without limitations concerning 2 on the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object terms and conditions at least as favorable as those applicable to the inclusion registration of the Warrant Shares in such Registration Statement, then if Subject Securities to be sold by the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in and by any other person selling under such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)Piggyback Registration.

Piggyback Registration Rights. If at (i) At any time after the 120th day anniversary of the S-11 Effective Date, if the Company shall determine proposes to prepare and file with register any of its Common Stock or any other shares of common stock of the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others Company under the Securities Act of any of its equity securities, (other than a registration on Form S-8 or S-4 or Form S-8 (any successor or similar forms or a registration on any registration form which does not permit secondary sales), whether or not for sale for its own account, it will each as promulgated under such time, give prompt written notice at least 20 calendar days prior to the Securities Act) or their then equivalents anticipated filing date of the registration statement relating to equity securities such registration to be issued solely the Investor, which notice shall set forth such Investor’s rights under this Section 2(b) and shall offer the Investor the opportunity to include in connection with any acquisition such registration statement such number of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, Registrable Securities as the Investor may request. Upon the written request of the Investor made within 15 calendar days of the post office date stamp on the notice from the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares number of Registrable Securities intended to be disposed of by the Purchasers, if anysuch Investor), the Company will cause use its good faith best efforts to effect the registration under the Securities Act of all the Warrant Shares which Registrable Securities that the Company has been so requested to register by the holderInvestor, to the extent required requisite to permit the disposition of the Warrant Shares so Registrable Securities to be so registered; provided provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any securities Registrable Securities pursuant to this Section 2(b) and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiesRegistrable Securities, the Company may, at its election, shall give written notice of such determination to such holder the Investor and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and registration. (ii) in the case of If a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered registration pursuant to this Section 7.1 for 2(b) involves a Public Offering and the same period as managing underwriter thereof advises the delay Company that, in registering such its view, the number of shares of Common Stock, if any, or other securities. The shares of Common Stock that the Company shall and the Investor intend to include in such registration exceeds the largest number of shares of Common Stock (including any other shares of Common Stock or warrants of the Company) that can be sold without having an adverse effect on such Public Offering (the “Maximum Offering Size”), the Company will include in such registration only that number of shares of Common Stock which does not exceed the Maximum Offering Size, in the order of priorities set forth in Section 2(b)(ii) of the Registration Statement all or any part of such Warrant Shares such holder requests to be registeredRights and Governance Agreement; provided, howeverthat for purposes of applying the provisions of such section, that the Investor shall be deemed to be a “Holder” within the meaning of such agreement and the Registrable Securities shall be deemed to be “Registrable Securities” within the meaning of such agreement. (iii) If as a result of the proration provisions of this Section 2(b), the Investor is not entitled to include any such Registrable Securities in such registration, such Investor may elect to withdraw its request to include any Registrable Securities in such registration. (iv) If the Investor decides not to include any of its Registrable Securities in any Registration Statement thereafter filed by the Company, the Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement (other than a registration on Form S-8 or S-4 or any successor or similar forms or a registration on any registration form which does not permit secondary sales) as may be filed by the Company with respect to offerings of its securities. (v) Notwithstanding the foregoing, the Company shall not be required to register any Warrant Shares pursuant to have no obligations under this Section 7.1 2(b) hereof at any time that such Registrable Securities are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case subject of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)effective registration statement.

Piggyback Registration Rights. (A) If at any time the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for register any of its own account or the account of others securities under the Securities Act of any of its equity securities, other than on Form S-4 (i) under employee compensation or Form S-8 benefit programs, (each as ii) pursuant to an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, or (iii) securities to be issued in connection with an acquisition or a transaction described in Rule 145(a) promulgated under the Securities Act) or their then equivalents relating to equity securities , and the registration form to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as used may be specified by the Company in such written notice as may be necessary used for the Company to comply with its obligations with respect to the timing registration of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)Registrable Securities, the Company will give prompt written notice (which, in any event, shall be given no less than 15 days prior to the filing of a registration statement with respect to such offering) to Holders of Registrable Securities of its intention to effect such a registration and, upon the written request of a Holder of Registrable Securities sent within 15 days after the effective date of any such notice, the Company will use its best efforts to cause the all Registrable Securities as to which any Holder shall have so requested registration to be registered under the Securities Act of Act, all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required necessary to permit the disposition sale in such offering of the Warrant Shares Registrable Securities so registered on behalf of such Holder in the same manner as the Company (or stockholder other than such Holder, as the case may be) proposes to offer its securities (a "PIGGYBACK REGISTRATION"). The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by a Holder to be registeredincluded in the registration for such offering on the same terms and conditions as any similar securities of the Company included therein; provided provided, however, that if (A) if, at any time after giving written notice of its intention to register any of its securities and prior to before the effective date of the Registration Statement registration statement filed in connection with such the registration, the Company shall determine determines for any reason not to register or to delay registration of such its securities, the Company may, at its election, give written notice of such its determination to such holder the Holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such registration that registration, without prejudice, however, to the future rights of the Holders of Registrable Securities under this Section, (but not from B) if the Company determines in its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination discretion to delay registeringthe registration of its securities, the Company shall be permitted to delay registering the registration of any Warrant Shares being registered pursuant to this Section 7.1 Registrable Securities for the same period as the delay in registering such any other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that and (C) the Company shall is not be required to register effect any Warrant Shares registration for a requesting Holder of Registrable Securities pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine 3 unless it receives reasonable assurances that the inclusion requesting Holder of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Registrable Securities will pay any expenses required to be included paid by it as provided in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)Section 5.

Piggyback Registration Rights. (a) If at any time the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for register any of its own account or the account of others securities under the Securities Act of any of its equity securities, other than on Form S-4 (i) under employee compensation or Form S-8 benefit programs, (each as ii) pursuant to an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, or (iii) securities to be issued in connection with an acquisition or a transaction described in Rule 145(a) promulgated under the Securities Act) or their then equivalents relating to equity securities , and the registration form to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as used may be specified by the Company in such written notice as may be necessary used for the Company to comply with its obligations with respect to the timing registration of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)Registrable Securities, the Company will give prompt written notice (which, in any event, shall be given no less than 15 days prior to the filing of a registration statement with respect to such offering) to Holders of Registrable Securities of its intention to effect such a registration and, upon the written request of a Holder of Registrable Securities sent within 15 days after the effective date of any such notice, the Company will use its best efforts to cause the all Registrable Securities as to which any Holder shall have so requested registration to be registered under the Securities Act of Act, all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required necessary to permit the disposition sale in such offering of the Warrant Shares Registrable Securities so registered on behalf of such Holder in the same manner as the Company (or stockholder other than such Holder, as the case may be) proposes to offer its securities (a "Piggyback Registration"). The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by a Holder to be registeredincluded in the registration for such offering on the same terms and conditions as any similar securities of the Company included therein; provided provided, however, that if (A) if, at any time after giving written notice of its intention to register any of its securities and prior to before the effective date of the Registration Statement registration statement filed in connection with such the registration, the Company shall determine determines for any reason not to register or to delay registration of such its securities, the Company may, at its election, give written notice of such its determination to such holder the Holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such registration that registration, without prejudice, however, to the future rights of the Holders of Registrable Securities under this Section, (but not from B) if the Company determines in its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination discretion to delay registeringthe registration of its securities, the Company shall be permitted to delay registering the registration of any Warrant Shares being registered pursuant to this Section 7.1 Registrable Securities for the same period as the delay in registering such any other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that and (C) the Company shall is not be required to register effect any Warrant Shares registration for a requesting Holder of Registrable Securities pursuant to this Section 7.1 3 unless it receives reasonable assurances that are eligible for resale without limitations concerning the availability requesting Holder of current public information pursuant Registrable Securities will pay any expenses required to Rule 144 of the Securities Act. In the case of be paid by it as provided in Section 5. (b) If a Piggyback Registration is an underwritten public offering, if registration and the managing underwriter(s) or underwriter(s) should reasonably object to for the inclusion of the Warrant Shares in such Registration Statement, then if offering advises the Company after consultation with the managing underwriter should reasonably determine in writing that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) its opinion the number of Warrant Shares shares of Registrable Securities requested or proposed to be included in the registration exceeds the number that can be sold in the offering without materially affecting the offering price of the holders securities proposed to be included in such Registration Statement the offering, then the number of securities to be offered for the account of any participating Holder(s) shall be reduced pro-pro rata among such holders (based upon the number of Warrant Shares requested securities proposed to be sold by the Company, such Holder(s) and other Persons to the extent necessary to reduce the total number of securities to be included in such offering to the registration), if the Company after consultation with the underwriter(s) recommends the inclusion number of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in shares recommended by such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Sharesmanaging underwriter; provided, however, that if securities of the Company are being offered for the account of other persons or entities Persons as well as the Company, such reduction shall not represent a greater fraction of first be made from the number of Warrant Shares securities intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (Persons other than the Companyparticipating Holder(s), the Xxxxxx Holders and LaSalle. (c) If any Piggyback Registration is an underwritten offering, the Company will have the sole right to select the managing underwriter(s) thereof. (d) The rights of the Holders with respect to Piggyback Registrations shall be pari passu with the piggyback registration rights of the Xxxxxx Holders and LaSalle.

Piggyback Registration Rights. If the Company at any time the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of register any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated securities under the Securities Act) , including an S-8 Registration Statement or their then equivalents relating otherwise, it will each such time give written notice to equity securities all holders of outstanding Shares and Options of its intention so to be issued solely in connection with any acquisition do. The Company will use best efforts at the request of Option Holder to register the shares underlying these options on a form S-8 registration statement. Upon the written request of a holder or holders of any entity such Shares or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if Options given within thirty (30) 30 days after receipt of any such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will use its best efforts to cause all such Shares, the holders of which (or of the Options for which upon exercise thereof the Company will issue Shares) shall have so requested registration thereof, to be registered under the Securities Act of all (with the Warrant Shares securities which the Company has been so requested at the time propose to register by the holderregister), all to the extent required requisite to permit the sale or other disposition by the prospective sellers of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offeringmay, if the managing underwriter(s) or underwriter(s) should reasonably object as a condition precedent to the inclusion effectiveness of the Warrant Shares in such Registration Statementregistration, then if require each prospective seller to agree with the Company after consultation with and the managing underwriter should reasonably determine that the inclusion or underwriters of the Warrant Shares offering to be made by the Company in connection with such registration that such seller will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 60 days) as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affect affected in the offering contemplated absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for the sellers and the expense of any special audits incident to or required by any such Registration Statement, registration and based on such determination recommends inclusion in such Registration Statement the expenses of fewer complying with the securities or none blue sky laws of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement any jurisdiction shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as paid by the Company. Notwithstanding the foregoing, such reduction sellers shall not represent a greater fraction of the number of Warrant Shares intended pay all underwriting discounts or commissions with respect to be offered shares sold by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)sellers.

Piggyback Registration Rights. If (a) If, at any time following the completion of an Initial Public Offering, the Company shall determine proposes to prepare and file with the Commission effect a registration statement (a “Registration Statement”) relating to an offering Registration, whether or not for sale for its own account or account, in a manner which would permit Registration of Registrable Securities for sale to the account of others public under the Securities Act (other than a Registration pursuant to Section 1.2), it shall give prompt written notice to the Stockholders holding Registrable Securities of its intention to do so and of such Stockholders’ rights under this Section 1.3, at least ten Business Days prior to the anticipated filing date of the registration statement relating to such Registration. Such notice shall offer all such Stockholders holding Registrable Securities the opportunity to include in such Registration such number of Registrable Securities as each such Stockholder may request. Upon the written request of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under such Stockholder made within five Business Days after the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder receipt of the Notes and Warrants written Company’s notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares number of Registrable Securities intended to be disposed of by the Purchasers, if anysuch Stockholder), the Company will cause shall use its reasonable best efforts to include in such Registration all of the registration under the Registrable Securities Act of all the Warrant Shares which the Company has been so requested to register Register by the holder, Stockholders holding such Registrable Securities pursuant to the extent required to permit the disposition of the Warrant Shares so to be registeredthis Section 1.3(a); provided that the Company shall not be obligated to effect any Registration pursuant to this Section 1.3 except in accordance with the following provisions: (i) if such Registration involves an underwritten offering, all Stockholders requesting that their Registrable Securities be included in the Company’s Registration must, upon request by the underwriter(s), sell their Registrable Securities to such underwriter(s) selected by the Company on the same terms and conditions as apply to the Company or any selling securityholder, including executing and delivering such underwriting agreements or other agreements (including legal opinions) to which the Company or any such selling securityholder has agreed to execute and deliver; (ii) if, at any time after giving written notice of its intention to register any securities and prior pursuant to the effective date of the Registration Statement filed in connection with such registrationthis Section 1.3, the Company shall determine for any reason not to register Register or to delay registration withdraw Registration of such securities, the Company may, at its election, shall give written notice of to all Stockholders holding Registrable Securities included in such determination to such holder Registration and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register Register (or maintain the effectiveness of the Registration of) any Warrant Shares Registrable Securities in connection with such registration Registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; providedwithout prejudice, however, to the rights of the Stockholders immediately to request that such Registration be effected as a Registration under Section 1.2); (iii) the Company shall not be required to register effect any Warrant Shares Registration of Registrable Securities under this Section 1.3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans (including any registration of securities on a Form S-4 or S-8 registration statement or any successor or similar forms); and (iv) no Registration of Registrable Securities effected under this Section 1.3 shall relieve the Company of its obligation to effect a Registration of Registrable Securities pursuant to Section 1.2. (b) If a Registration pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of 1.3 involves an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with and the managing underwriter should reasonably determine that shall advise the Company in writing (with a copy to each Stockholder requesting inclusion of the Warrant Shares would materially adversely affect the offering contemplated Registrable Securities in such Registration StatementRegistration) that, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holdersits opinion, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares securities requested to be included in the registration), if such Registration (including securities of the Company after consultation with which are not Registrable Securities) should be limited due to market or other conditions, the underwriter(sCompany shall include in such Registration (i) recommends first, the inclusion of fewer Warrant Sharessecurities the Company proposes to sell, or (yii) none second, the Registrable Securities requested to be included therein pursuant to this Section 1.3, pro rata among the requesting Stockholders on the basis of the Warrant Shares number of the Holders shall Registrable Securities requested to be included in such Registration Statementby such Stockholders and (iii) third, if any other securities requested to be included in such registration pro rata among the Company after consultation with the underwriter(s) recommends the inclusion of none holders of such Warrant Shares; provided, however, that if securities are being offered for on the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction basis of the number of Warrant Shares intended shares requested to be offered Registered by the such holders than the fraction of similar reductions imposed on or as such other persons or entities (other than the Company)holders may otherwise agree.

Piggyback Registration Rights. (a) If the Company at any time the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of register any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated securities under the Securities Act) , whether of its own accord or their then equivalents relating to equity securities to be issued solely in connection with any acquisition at the demand of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company securities pursuant to comply with its obligations an agreement with respect to the timing registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration statement proposed to be used may be used for the registration of Registerable Securities, the Company will give notice to Holder not less than 10 days nor more than 30 days prior to the filing of such Registration Statementregistration statement of its intention to proceed with the proposed registration (the "Piggyback Registration"), and, upon written request of the Holder made within ten (10) days after the receipt of any such holder shall so request in writing notice (which request shall will specify the Warrant Shares Registerable Securities intended to be disposed of by the Purchasers, if anyHolder and state the intended method of disposition thereof), the Company will use its best efforts to cause the all Registerable Securities of Holder as to which registration has been requested to be registered under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holderAct, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed such registration is in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, Holder's Registerable Securities to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 1.2 to the contrary, the Company shall have no obligation to cause Registerable Securities to be registered with respect to any Registerable Securities which shall be eligible for resale under Rule 144(k) of the Securities Act. (b) If a PiggyBack Registration is a primary registration on behalf of the Company and is in connection with an underwritten offering, and if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if underwriters advise the Company after consultation with in writing that in their opinion the managing underwriter should reasonably determine that the inclusion amount of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares securities requested to be included in such registration (whether by the registration)Company, if the Holder, or other holders of the Company's securities pursuant to any other rights granted by the Company after consultation with the underwriter(s) recommends the to demand inclusion of fewer Warrant Sharesany such securities in such registration) exceeds the amount of such securities which can be successfully sold in such offering, or the Company will include in such registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, in the following order (yA) none first, all of the Warrant Shares of securities the Holders shall Company proposes to sell, and (B) second, any other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such holders. (c) If an Piggyback Registration Statementis a secondary registration on behalf of the holders of securities of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company after consultation with in writing that in their opinion the underwriter(s) recommends amount of securities requested to be included in such registration (whether by such holders, by the Holder, or by holders of the Company's securities pursuant to any other rights granted by the Company to demand inclusion of none securities in such registration) exceeds the amount of such Warrant Shares; providedsecurities which can be sold in such offering, however, that if securities are being offered for the account of other persons or entities as well as the CompanyCompany will include in, such reduction shall not represent a greater fraction registration the amount of securities is requested to be included which in the option of such underwriters can be sold, in the following order (A) first, all of the number of Warrant Shares intended securities requested to be offered included by holders demanding or requesting such registration, and (B) second, any other securities requested to be included in such registration, pro rata among the holders than thereof on the fraction basis of similar reductions imposed on the amount of such other persons or entities (other than the Company)securities then owned by such holders.

Piggyback Registration Rights. (a) If the Company, at any time on or after the Company shall determine Base Date and on or before the five (5) year anniversary of the Base Date, proposes to prepare and file register any of its securities under the Securities Act (other than in connection with the Commission a registration statement (a “Registration Statement”on Form S-4 or S-8 or any successor forms) relating to an offering whether for its own account or for the account of others under the Securities Act of any holder or holders of its equity securities, shares other than on Form S-4 Registrable Securities (any shares of such holder or Form S-8 holders (each as promulgated under but not those of the Securities ActCompany and not Registrable Securities) or their then equivalents relating with respect to equity securities any registration are referred to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansherein as, “Other Shares”), the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. Upon the written request of the holders of the Registrable Securities representing a Majority of such Registrable Securities made within twenty (20) days after the receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing notice (which request shall specify the Warrant Shares Registrable Securities intended to be disposed of by the Purchaserssuch holder), if anyexcept as set forth in Section 8.2(b), the Company will cause use its reasonable best efforts to effect the registration under the Securities Act of all of the Warrant Shares Registrable Securities which the Company has been so requested to register by the such holder, to the extent required requisite to permit the disposition of the Warrant Shares Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided provided, however, that if if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to register delay or to delay withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, : (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses the Registration Expenses in accordance with Section 8.1 hereofconnection therewith), and without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under the applicable provisions of Section 8.3 or Section 8.4, as the case may be, (ii) in the case of a determination to delay registeringregistration, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 Registrable Securities for the same period as the delay in registering such other securitiessecurities (including the Other Shares) and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration. The Company shall include will pay all Registration Expenses in such Registration Statement all or any part connection with each registration of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares Registrable Securities pursuant to this Section 7.1 that 8.2. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.2 and such securities are eligible for resale without limitations concerning to be distributed by or through one or more underwriters, the availability of current public information pursuant to Rule 144 Company will, if requested by the holders of the Registrable Securities Act. In representing a Majority of such Registrable Securities, use its reasonable best efforts to arrange for such underwriters to include all the case of an underwritten public offeringRegistrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion underwriter of the Warrant Shares in such Registration Statement, then if underwritten offering shall inform the Company after consultation with the managing underwriter should reasonably determine by letter of its belief that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement distribution of fewer all or none a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the Warrant securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares of and shares held by the holdersCompany proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration (xif and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of Warrant such Registrable Securities and Other Shares the registration of which shall have been requested by each holder thereof so that the holders resulting aggregate number of such Registrable Securities and Other Shares so included in such Registration Statement shall be reduced pro-rata among such holders (based upon registration, together with the number of Warrant Shares requested securities to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered registration for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of be equal to the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on shares stated in such other persons or entities (other than the Company)managing underwriter’s letter.

Piggyback Registration Rights. (a) If at any time the Company shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering register for its own account or the account of others under the Securities Act (including pursuant to a demand for registration of any stockholder of the Company) any of its equity securities, other than (i) on Form S-4 S-8 or Form S-8 (each as promulgated under the Securities Act) S-4 or their then equivalents relating to equity securities Common Stock to be issued solely in connection with any acquisition of any entity or business or equity securities Common Stock issuable in connection with stock option or other employee benefit plansplans or (ii) upon the initial filing and effectiveness of a shelf registration on Form S-3 pursuant to which there is no actual transfer of equity securities (a “Piggyback Registration”), the Company it shall send to each holder Holder of Registrable Securities, including each Holder who has the Notes and Warrants right to acquire Registrable Securities, written notice of such determination 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 of its Common Stock and, if so, the identity of the managing Underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting) and, if within thirty fifteen (3015) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registrationwriting, the Company shall determine for any reason not use its reasonable best efforts, subject to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, Sections 12(b) and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereofc), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of the Registrable Shares requested by any Holder. The Company shall use its reasonable best efforts to effect such Warrant Shares such holder requests to be registered; providedregistration (including, howeverwithout limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares has included in such Registration Statement. (b) If a Piggyback Registration is a primary registration on behalf of the Company, then if and the managing placement agent or Underwriter advises the Company after consultation with the managing underwriter should reasonably determine in writing that the inclusion marketing factors require a limitation of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares shares to be registered or underwritten, the Company shall advise all Holders of the holders Registrable Securities to be included in such Piggyback Registration Statement shall be reduced pro-rata among and include in such holders registration (based upon i) first, the number of Warrant Shares securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in the such registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of pro rata among the Holders shall of such Registrable Securities based on the Registrable Securities held by such Holders at the time of filing the Registration Statement, and (iii) third, other securities requested to be included in such registration. (c) If a Piggyback Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion is a primary registration on behalf of none of such Warrant Shares; provided, however, that if securities are being offered for the account of any Person other persons or entities as well as than the Company, such reduction shall not represent and the managing placement agent or Underwriter advises the Company in writing that marketing factors require a greater fraction limitation of the number of Warrant Shares intended shares to be offered registered or underwritten, the Company shall advise all Holders of Registrable Securities to be included in such Piggyback Registration and include in such registration (i) first, securities requested to be included in such registration pursuant to demand registration rights by persons other than the Holders, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders of such Registrable Securities based on the Registrable Securities held by such Holders at the time of filing the Registration Statement, and (iii) third, securities requested to be included in such registration by the holders than the fraction of similar reductions imposed on such other persons or entities (thereof pursuant to registration rights other than the Company)demand registration rights.

Piggyback Registration Rights. If at any time Within one (1) year of the Termination Date, the Company shall determine use its commercially reasonable efforts to prepare and file include on the next registration statement the Company files with SEC for a primary offering (excluding any securities to be included on Form S-4 or S-8) of its equity securities (or on the Commission a subsequent registration statement if such registration statement is withdrawn) such number of shares of the Company’s common stock held by the Executive and/or his assigns equal to eight percent (8%) of the aggregate value of the securities to be included on such registration statement (a the “Registration StatementRegistrable Securities”) relating ). Subject to an offering for the terms of this Agreement, the Company shall use its own account or the account of others commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act of any 1933 (the “Securities Act”), until the first to occur of: (A) the date that is one (1) year from the date the registration statement is declared effective by the Securities and Exchange Commission (the “SEC”) and (B) the date that all Registrable Securities covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (the “Effectiveness Period”). Notwithstanding the registration obligations set forth in this Section, if the SEC informs the Company that all of its equity securitiesthe Registrable Securities cannot, other than on Form S-4 or Form S-8 (each as a result of the application of Rule 415 promulgated under the Securities Act) or their then equivalents relating to equity securities to , be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansregistered for resale on a single registration statement, the Company shall send agrees to each holder of the Notes promptly inform Executive and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time use its commercially reasonable efforts to file amendments to any registration statement as may be specified required by the Company in such written notice as may be necessary for SEC, covering the Company to comply with its obligations with respect to the timing maximum number of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended Registrable Securities permitted to be disposed of registered by the PurchasersSEC, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested on Form S-1 or such other form available to register by for resale the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registeredRegistrable Securities; provided, however, that prior to filing such amendment, the Company shall not be required obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with any (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests of the SEC staff and (ii) the Securities Act (collectively, “SEC Guidance”), including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular registration statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by Executive as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced to such amount as allowed under SEC Guidance. In the event of a cutback hereunder, the Company shall give the Executive at least five (5) business days prior written notice. In the event the Company amends the registration statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered on any Warrant Shares prior registration statement filed with the SEC. In addition, if any rights granted pursuant to this Section 7.1 that are eligible for resale without limitations concerning involves the availability inclusion of current public information pursuant to Rule 144 of securities in connection with an underwritten offering, and the Securities Act. In managing underwriter (or, in the case of an underwritten public offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of securities requested and otherwise proposed to be included on such registration statement exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares Company will include in such Registration Statement, then if to the extent of the number which the Company after consultation with is so advised can be sold in such offering, first, the managing underwriter should reasonably determine that securities the inclusion Company proposes to sell for its own account on such registration statement and second, the Registrable Securities of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Executive requesting to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)registration statement.

Piggyback Registration Rights. If the Company at any time and from time to time proposes to register any of its securities under the Company shall determine Securities Act, for sale to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering public, whether for its own account or for the account of others under the Securities Act of any other security holders, or both (except with respect to Special Registration Statements), it will provide written notice to all Holders of its equity securitiesintention to do so. Upon the written request of a Holder, other than on Form S-4 or Form S-8 provided within twenty (each as promulgated under the Securities Act20) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of any such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing register any of the filing of Covered Shares held by such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)Holder, the Company will will, subject to the limitations and conditions contained herein, use its commercially reasonable efforts to cause the Covered Shares as to which registration under the Securities Act of all the Warrant Shares which the Company has shall have been so requested to register be included for registration in the registration statement proposed to be filed by the holderCompany, all to the extent required to permit the sale or other disposition of the Warrant Covered Shares so to be registeredby such Holder; provided that if provided, however, that (a) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder andall Holders, thereupon, (i) in and thereupon the case of a determination not to register, Company shall be relieved of its obligation to register any Warrant Covered Shares of any Holder in connection with such registration (but not from its obligation to pay fees and expenses pay, in accordance with Section 8.1 hereof1(d) below, all Registration Expenses incurred by any Holder prior to its receipt of such notice); (b) If such registration involves an underwritten offering, and (ii) a Holder requests to be included in the case Company’s registration, then such Holder must sell its Covered Shares to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling shareholders, as applicable (except as otherwise set forth herein); (c) The number of a determination Registrable Securities to delay registeringbe included in such an underwritten offering may be reduced if, and to the extent that, the managing underwriter, if any, shall be permitted of the reasonable opinion that such inclusion would adversely affect the marketing of the securities to delay registering any Warrant Shares being be sold by the Company therein. In the event that the managing underwriter determines that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the holders of Registrable Securities based on the number of Registrable Securities held by such holders. If the number of Registrable Securities requested to be included in an underwritten offering is reduced pursuant to this Section 7.1 for the same period as the delay in registering such 1(c), no other securities. The Company stockholder’s securities that are not Registrable Securities shall include be included in such Registration Statement all or offering. (d) Notwithstanding anything to the contrary contained in this Section 1, in the event that there is an underwritten public offering of securities of the Company pursuant to a registration covering Company securities and a Holder does not elect to sell its Covered Shares to the underwriters of the Company’s securities in connection with such offering, such Holder shall refrain from selling such Covered Shares during the period of distribution of the Company’s securities by such underwriters, the period in which the underwriting syndicate participates in the after market and during any part of lock-up period requested by such Warrant Shares such holder requests underwriters pursuant to be registereda market standstill agreement; provided, however, that such Holder shall, in any event, be entitled to sell its Covered Shares commencing on the 90th day after the effective date of such registration statement; and (e) All Registration Expenses incurred by the Company in complying with a registration covering Covered Shares, but excluding any Selling Expenses, shall be borne by the Company. All Selling Expenses in connection with any registration statement filed pursuant to this Agreement shall be borne by the Holders on a pro rata basis based on the number of Covered Shares held by such Holders, or by such persons other than the Company (except to the extent the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registrationa seller), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)they may agree.

Piggyback Registration Rights. 8.1 If at any time the Company shall determine determines to prepare and file proceed with the Commission preparation and filing with the SEC of a registration statement (a “the "Registration Statement”") relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securitiescommon shares, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act0000 Xxx) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants Subscriber written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Subscriber shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)writing, the Company will cause the registration under the Securities 1933 Act of all the Conversion Shares and or the Warrant Shares which (the Company has been so requested to register by the holder"Registrable Securities"), to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities of its common shares and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiescommon shares, the Company may, at its election, give written notice of such determination to such holder the Subscriber and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares the Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 the Registrable Securities for the same period as the delay in registering such other securitiescommon shares. The Company shall include in such Registration Statement registration statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, the Registrable Securities provided however that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information sale pursuant to Rule 144 144(k) of the Securities 1933 Act. In the case of an underwritten public offeringNotwithstanding any other provision in this Section 8, if the managing underwriter(s) or underwriter(s) should reasonably object Company receives a comment from the SEC which effectively results in the Company having to reduce the inclusion number of the Warrant Shares in Registrable Securities included on such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated may, in such Registration Statementits sole discretion, and based reduce on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) a pro rata basis the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Registrable Securities to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement. 8.2 In connection with each Registration Statement described in this Section 8, the Subscriber will furnish to the Company in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. The Company may require the Subscriber to furnish to the Company a certified statement as to the number of shares of common stock beneficially owned by the Subscriber and the name of the natural person thereof that has voting and dispositive control over the Shares. 8.3 All fees and expenses incident to the performance of or compliance with the filing of the Registration Statement shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the OTC Bulletin Board or other exchange or quotation service on which the common stock of the Company is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company after consultation so desires such insurance, and (vi) fees and expenses of all other persons retained by the Company in connection with the underwriter(sfiling of the Registration Statement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the filing of the Registration Statement (including, without limitation, CW941203.3 all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange, if applicable. In no event shall the Company be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Subscriber. 8.4 The Company shall, notwithstanding any termination of this Subscription Agreement, indemnify and hold harmless the Subscriber, its officers, directors, agents and employees, and each person who controls the Subscriber (within the meaning of Section 15 of the 1933 Act or Section 20 of the 0000 Xxx) recommends and the inclusion officers, directors, agents and employees of none each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, "Losses"), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or to the extent that such information relates to the Subscriber or the Subscriber’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement, or in any amendment or supplement thereto or (ii) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. 8.5 The Subscriber shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the directors, officers, agents or employees of such Warrant Shares; providedcontrolling persons, howeverto the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Subscriber’s failure to comply with the prospectus delivery requirements of the 1933 Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that if securities such untrue statement or omission is contained in any information so furnished in writing by the Subscriber to the Company specifically for inclusion in the Registration Statement or (ii) to the extent that such untrue statements or omissions are being offered based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or (iii) to the account extent that such information relates to the Subscriber or the Subscriber’s proposed method of other persons distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement or entities in any amendment or supplement thereto or (z) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. In no event shall the liability of the Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. 8.6 If a claim for indemnification hereunder is unavailable to either the Company or the Subscriber (in each case, an "Indemnified Party or Indemnified Parties", as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as the Companyany other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such reduction Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Subscription, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was CW941203.3 available to such party in accordance with its terms. The parties hereto agree that it would not represent a greater fraction be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this section, no Subscriber shall be required to contribute, in the aggregate, any amount in excess of the number of Warrant Shares intended to be offered amount by which the proceeds actually received by the holders than Subscriber from the fraction sale of similar reductions imposed on the Registrable Securities subject to the proceeding exceeds the amount of any damages that the Subscriber has otherwise been required to pay by reason of such other persons untrue or entities (other than alleged untrue statement or omission or alleged omission, except in the Company)case of fraud by the Subscriber.

Piggyback Registration Rights. If (a) The Company covenants and agrees with any holder of the Warrants or Warrant Shares that if, at any time during the Company shall determine twelve month period following the Closing Date, it proposes to prepare and file with the Commission a registration statement with respect to any class of equity or equity-related security (a “Registration Statement”) relating to other than in connection with an offering for its own account to the Company's employees or the account of others in connection with an acquisition, merger or similar transaction) under the Securities Act in a primary registration on behalf of any the Company and/or in a secondary registration on behalf of its equity holders of such securities, other than on Form S-4 or Form S-8 (each as promulgated under unless the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition rights of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, such holders pre-date the Company shall send to each holder rights of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing holders of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify Warrants or the Warrant Shares intended and allow the holders of such securities to exclude other securities from a registration statement filed on their behalf, and the registration form to be disposed used may be used for registration of by the Purchasers, if any)Warrant Shares, the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving give prompt written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration(which, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not registration statement pursuant to registerthe exercise of demand registration rights shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, shall be relieved at least 30 days prior to such filing) to the holders of Warrants and the Warrant Shares at the addresses appearing on the records of the Company of its obligation intention to register any Warrant Shares in connection with such file a registration (but not from its obligation statement and will offer to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part registration statement such number of such Warrant Shares such holder requests with respect to be registered; provided, however, that which the Company shall not be required has received written requests for inclusion therein within ten (10) days after the giving of notice by the Company, subject to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 right of the Securities Act. In Company to exclude from the case of an underwritten public offering, if the managing underwriter(s) registration statement some or underwriter(s) should reasonably object to the inclusion all of the Warrant Shares in such Registration Statementif, then if and only if, the Company after consultation with the managing has been advised in writing by any underwriter should reasonably determine named in any such registration statement that the inclusion distribution of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if registration statement would materially adversely affect the distribution of securities by the Company after consultation with contemplated by such registration statement. All registrations requested pursuant to this Section 4 will be made solely at the underwriter(s) recommends Company's expense, other than discounts or commissions relating to the inclusion of fewer Warrant Shares, or (y) none sale of the Warrant Shares and fees, if any, of counsel for the holder of the Holders Warrant Shares. This Section is not applicable to a registration statement filed by the Company on Forms S-4 or S-8 or any successor forms. (b) The Company's obligations under this Section 5 shall be included in such Registration Statement, if conditioned upon a timely receipt by the Company after consultation with in writing of: (i) information as to the underwriter(s) recommends the inclusion of none terms of such Warrant Shares; provided, however, that if securities are being offered for the account public offering furnished by or on behalf of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number each holder of Warrant Shares intended intending to be offered by the holders than the fraction make a public offering of similar reductions imposed on his, her or its Warrant Shares, and (ii) such other persons information as the Company may reasonably require from such holders, or entities (other than the Company)any underwriter for any of them, for inclusion in such registration statement.

Piggyback Registration Rights. If at any time the Company shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others register under the Securities Act (including pursuant to a demand of any security holder of the Company exercising registration rights) any of its equity securities, other than on Form S-4 or Form S-8 Common Stock (each as promulgated under the Securities Act) or their then equivalents relating to equity except securities to be issued solely in connection with any acquisition of any entity or business or equity securities business, shares issuable in connection with stock option or other solely pursuant to employee benefit plansplans eligible for registration on SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), the Company it shall send to Siena and to each holder of the Notes and Warrants Holder(s) written notice of such determination at least thirty (30) days prior to each such filing and, if within thirty twenty (3020) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)writing, the Company will cause shall use its best efforts to include in such registration statement (to the registration under the Securities Act extent permitted by applicable regulation) all or any part of all the Warrant Shares which the Company has been so requested Securities (collectively referred to register 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 holderCompany, the managing underwriter shall impose a limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent required that any Registrable Securities remain available for registration after the underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Holder requesting inclusion only the product of : (i) the number of Registrable Securities with respect to which such Holder has requested inclusion hereunder and (ii) such Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of which Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which are included in any underwritten offering under this Section 6.01 shall be sold upon such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If any Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to permit the disposition 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 Warrant Shares Company included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the Holders that the total amount or kind of securities which they, the Company and any other Persons intend to 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 registered; provided that 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 giving it shall have given written notice pursuant to this Section 6.01 (irrespective of its intention whether a written request for inclusion of Registrable Securities shall have been made), to register elect not to file any securities such proposed registration statement or to withdraw the same after the filing and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)thereof.

Piggyback Registration Rights. If the Company at any time and from time to time proposes to register any of its securities under the Company shall determine Securities Act, for sale to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering public, whether for its own account or for the account of others other security holders, or both (except with respect to Special Registration Statements), it will provide written notice to all Holders of its intention to do so, which notice shall include a list of the jurisdictions in which the Company intends to attempt to qualify the securities under the Securities Act applicable state securities laws. Upon the written request of any of its equity securitiesa Holder, other than on Form S-4 or Form S-8 provided within twenty (each as promulgated under the Securities Act20) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of any such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing register any of the filing of Covered Shares held by such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)Holder, the Company will will, subject to the limitations and conditions contained herein, use its commercially reasonable efforts to cause the Covered Shares as to which registration under the Securities Act of all the Warrant Shares which the Company has shall have been so requested to register be included for registration in the registration statement proposed to be filed by the holderCompany, all to the extent required to permit the sale or other disposition of the Warrant Covered Shares so to be registeredby such Holder; provided that if provided, however, that (a) If, at any time after giving such written notice of its intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder andall Holders, thereupon, (i) in and thereupon the case of a determination not to register, Company shall be relieved of its obligation to register any Warrant Covered Shares of any Holder in connection with such registration (but not from its obligation to pay fees and expenses pay, in accordance with Section 8.1 hereof1(d) below, all Registration Expenses incurred by any Holder prior to its receipt of such notice); (b) If such registration involves an underwritten offering, and (ii) a Holder requests to be included in the case Company’s registration, then such Holder must sell its Covered Shares to the underwriters selected by the Company on the same terms and conditions as apply to the Company or the other selling shareholders, as applicable (except as otherwise set forth herein); (c) The number of a determination Covered Shares to delay registeringbe included in such an underwritten offering may be reduced if, and to the extent that, the managing underwriter, if any, shall be permitted of the reasonable opinion that such inclusion would adversely affect the marketing of the securities to delay registering any Warrant be sold by the Company therein; provided, however, such reduction of Covered Shares being registered must be proportionate to the reduction of all shares of the Company included in such offering. Notwithstanding anything to the contrary contained in this Section 1(c), in the event that there is an underwritten public offering of securities of the Company pursuant to this Section 7.1 for a registration covering Company securities and a Holder does not elect to sell its Covered Shares to the same underwriters of the Company’s securities in connection with such offering, such Holder shall refrain from selling such Covered Shares during the period as of distribution of the delay Company’s securities by such underwriters, the period in registering which the underwriting syndicate participates in the after market and during any lock-up period requested by such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests underwriters pursuant to be registereda market standstill agreement; provided, however, that such Holder shall, in any event, be entitled to sell its Covered Shares commencing on the 90th day after the effective date of such registration statement; and (d) All Registration Expenses incurred by the Company in complying with a registration covering Covered Shares, but excluding any Selling Expenses, shall be borne by the Company. All Selling Expenses in connection with any registration statement filed pursuant to this Agreement shall be borne by the Holders on a pro rata basis based on the number of Covered Shares held by such Holders, or by such Persons other than the Company (except to the extent the Company shall be a seller), as they may agree. Notwithstanding the foregoing, the piggyback registration rights contained in this Section 1 shall not be required applicable to register any Warrant Shares the registration of the Company’s securities pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such certain Form S-1 Registration Statement of fewer or none the Company on file with the Securities and Exchange Commission as of the Warrant Shares date hereof, including all amendments thereto, whether such amendments are currently on file or filed after the date hereof, but such registration shall only be excluded from the piggyback rights granted hereunder to the extent any future amendments do not expand the securities included therein as of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)date hereof.

Piggyback Registration Rights. If at any time (i) Until such date as the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission, if the Company shall determine proposes to prepare and file with register any of its Common Shares or any other common shares of the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others Company under the Securities Act of any of its equity securities, (other than a registration (A) on Form S-8 or S-4 or Form S-8 any successor or similar forms, (each as promulgated under the Securities ActB) or their then equivalents relating to equity securities to be issued solely Common Shares or any other common shares of the Company issuable upon exercise of employee or consultant share options or in connection with any acquisition employee benefit or similar plan of any entity the Company or business or equity securities issuable (C) in connection with stock option a direct or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified indirect acquisition by the Company in such written notice as may be necessary for the Company to comply with its obligations of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the timing Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the filing registration statement relating to such registration to the Investors, which notice shall set forth such Investors' rights under this Section 2(c) and shall offer the Investors the opportunity to include in such registration statement such number of such Registration Statement, any such holder shall so Registrable Securities as the Investors may request. Upon the written request in writing of an Investor made within 10 days after the receipt of notice from the Company (which request shall specify the Warrant Shares number of Registrable Securities intended to be disposed of by the Purchasers, if anysuch Investors), the Company will cause use its best efforts to effect the registration under the Securities Act of all the Warrant Shares which Registrable Securities that the Company has been so requested to register by the holderInvestors, to the extent required requisite to permit the disposition of the Warrant Shares so Registrable Securities to be so registered; provided provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any securities Registrable Securities pursuant to this Section 2(c) and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiesRegistrable Securities, the Company may, at its election, shall give written notice of such determination to such holder the Investors and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such registration. The Company's obligations under this Section 2(c) shall terminate on the date that the registration (but not from its obligation statement to pay fees and expenses be filed in accordance with Section 8.1 hereof), and 2(a) is declared effective by the Commission. (ii) in the case of If a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered registration pursuant to this Section 7.1 for 2(c) involves a Public Offering and the same period as managing underwriter thereof advises the delay Company that, in registering such its view, the number of Common Shares, if any, or other securities. The Common Shares that the Company shall and the Investors intend to include in such registration exceeds the largest number of Common Shares (including any other Common Shares or warrants of the Company) that can be sold without having an adverse effect on such Public Offering (the "Maximum Offering Size"), the Company will 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, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement all or any part by reason of such Warrant Shares such holder requests demand registration rights, and (3) third, the securities requested to be registered; providedregistered by other holders of securities entitled to participate in the registration, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and drawn from them pro-rata based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares shares each has requested to be included in such registration and the registrationInvestors pursuant to this Appendix I. If as a result of the proration provisions of this Section 2(c)(ii), if the Investors are not entitled to include all such Registrable Securities in such registration, such Investors may elect to withdraw their request to include any Registrable Securities in such registration. Notwithstanding the foregoing, the Company after consultation with shall have no obligations under this Section 2(c) hereof at any time that such Registrable Securities are the underwriter(s) recommends the inclusion subject of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)an effective registration statement.

Piggyback Registration Rights. If at (a) The Company shall notify each Holder in writing promptly after it determines to file any time registration statement under the Securities Act for the purposes of effecting a public offering of securities of the Company shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”), other than Registration Statements (x) relating filed in connection with the IPO, (y) filed pursuant to an offering for its own account or the account exercise by other shareholders of others the Company of “demand” registration rights that permit such shareholders to cause the Company to file a Registration Statement under the Securities Act at their request, (z) relating to any employee benefit plan securities or a corporate reorganization, or (xx) relating to the offering of debt securities, and shall afford each Holder an opportunity to include in such Registration Statement all of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder part of the Notes and Warrants written notice Registrable Securities then held by such Holder to the extent provided herein. If a Holder desires to include in any such Registration Statement all or any part of such determination andthe Registrable Securities held by it, if it shall within thirty twenty (3020) days after receipt of the above-described notice from the Company so notify the Company in writing and in such noticenotice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such Registration Statement. If such Holder decides not to include all of its Registrable Securities in any such Registration Statement filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent such Registration Statement or within such shorter period of time Registration Statements as may be specified filed by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to offerings of its securities, all upon the timing of the filing of such Registration Statementterms and conditions set forth herein. If, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities the Holders pursuant to this Section 2.2 and prior to the effective date declaration by the SEC of the effectiveness of the subject Registration Statement filed in connection with such registrationStatement, the Company shall determine for any reason not to register or to delay registration of the securities covered by such securitiesRegistration Statement, the Company may, at its election, shall give written notice of such determination to such holder andall of the Holders, thereupon, (i) in the case of a determination not to register, and thereupon shall be relieved released of its obligation to register proceed with the registration of securities to which such Registration Statement relates. In the event that the subject public offering includes a firm commitment or best efforts underwriting, the right of any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include Holder whose Registrable Securities are included in such Registration Statement all or any part of to participate in such Warrant Shares such holder requests to underwriting will be registereddetermined by the Company in its sole and absolute discretion; provided, however, in the event that the Company shall so determines that such Holder’s Registrable Securities are to be also included in the underwriting, and not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares just in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities in the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based underwriting will be on such determination recommends inclusion in terms and subject to such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if conditions as are determined by the Company after consultation with in its sole and absolute discretion. (b) Each Holder shall have the underwriter(sright to have its Registrable Securities included pursuant to this Section 1.2 in a maximum of three Registration Statements that are declared effective by the SEC. (c) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares The Registration Expenses of the Holders shall will be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as paid by the Company. (d) The rights conferred on the Holders pursuant to this Section 2.2 shall expire, such reduction shall not represent a greater fraction as to the Stockholder, on the first date that all of the number Registrable Securities owned by such Stockholdermay be resold pursuant to the provisions of Warrant Shares intended to be offered Rule 144 promulgated by the holders than SEC under the fraction of similar reductions imposed on such other persons or entities (other than the Company)Securities Act.

Piggyback Registration Rights. If at any time (i) Until such date as the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission, if the Company shall determine proposes to prepare and file with register any of its Common Shares or any other common shares of the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others Company under the Securities Act of any of its equity securities, (other than a registration (A) on Form S-8 or S-4 or Form S-8 any successor or similar forms, (each as promulgated under the Securities ActB) or their then equivalents relating to equity securities to be issued solely Common Shares or any other common shares of the Company issuable upon exercise of employee or consultant share options or in connection with any acquisition employee benefit or similar plan of any entity the Company or business or equity securities issuable (C) in connection with stock option a direct or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified indirect acquisition by the Company in such written notice as may be necessary for the Company to comply with its obligations of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the timing Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the filing registration statement relating to such registration to the Investors, which notice shall set forth such Investors' rights under this Section 2(c) and shall offer the Investors the opportunity to include in such registration statement such number of such Registration Statement, any such holder shall so Registrable Securities as the Investors may request. Upon the written request in writing of an Investor made within 10 days after the receipt of notice from the Company (which request shall specify the Warrant Shares number of Registrable Securities intended to be disposed of by the Purchasers, if anysuch Investors), the Company will cause use its best efforts to effect the registration under the Securities Act of all the Warrant Shares which Registrable Securities that the Company has been so requested to register by the holderInvestors, to the extent required requisite to permit the disposition of the Warrant Shares so Registrable Securities to be so registered; provided provided, however, that (A) if such registration involves a Public AI-3 Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any securities Registrable Securities pursuant to this Section 2(c) and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiesRegistrable Securities, the Company may, at its election, shall give written notice of such determination to such holder the Investors and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such registration. The Company's obligations under this Section 2(c) shall remain in effect for the period required by Section 3 (a) below; however, in no event shall this Section 2 (c) require the inclusion of the Registrable Securities in more than one effective registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and statement. (ii) in the case of If a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered registration pursuant to this Section 7.1 for 2(c) involves a Public Offering and the same period as managing underwriter thereof advises the delay Company that, in registering such its view, the number of Common Shares, if any, or other securities. The Common Shares that the Company shall and the Investors intend to include in such registration exceeds the largest number of Common Shares (including any other Common Shares or warrants of the Company) that can be sold without having an adverse effect on such Public Offering (the "Maximum Offering Size"), the Company will 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, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement all or any part by reason of such Warrant Shares such holder requests demand registration rights, and (3) third, the securities requested to be registered; providedregistered by other holders of securities entitled to participate in the registration, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and drawn from them pro-rata based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares shares each has requested to be included in such registration and the registrationInvestors pursuant to this Appendix I. If as a result of the proration provisions of this Section 2(c)(ii), if the Investors are not entitled to include all such Registrable Securities in such registration, such Investors may elect to withdraw their request to include any Registrable Securities in such registration. Notwithstanding the foregoing, the Company after consultation with shall have no obligations under this Section 2(c) hereof at any time that such Registrable Securities are the underwriter(s) recommends the inclusion subject of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)an effective registration statement.

Piggyback Registration Rights. If (a) If, at any time after one year from the date hereof, the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account register any shares of others Common Stock under the Securities Act of 1933, as amended (the "Securities Act") on any of its equity securities, registration form (other than on Form S-4 or and Form S-8 (each as promulgated under the Securities Actor any successor form thereof) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants promptly give prior written notice of such determination andproposed registration to Xxxxxx at least twenty (20) days before the anticipated filing date of the registration statement. Such notice shall describe the proposed registration and distribution, if including those jurisdictions where registration or qualification under the securities or blue sky laws is intended. Xxxxxx may elect to participate in such proposed registration by giving the Company, within thirty ten (3010) days after receipt of such notice, or within such shorter period of time as may be specified notice has been given by the Company Company, a written request to include in such written notice as may registration all or a portion of the Shares. Any such request by Xxxxxx shall state the number of Shares to be necessary for included in such registration and any other information that the Company reasonably requests in its notice to comply with Xxxxxx. The Company shall use its obligations with respect reasonable best efforts to the timing of the filing of such Registration Statement, cause any such holder shall so request in writing (which request shall specify the Warrant and all Shares intended identified by Xxxxxx to be disposed of by the Purchasers, if any), the Company will cause the registration registered under the Securities Act and qualified under the securities or blue sky laws of all the Warrant Shares which the Company has been so any jurisdiction requested to register by the holder, Xxxxxx to the extent required necessary to permit the sale or other disposition thereof; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or submit to the Warrant Shares so to be registered; provided that if service of process in any jurisdiction. (b) If, at any time after giving written such notice of its intention to register any securities of its Common Stock and prior to the effective date of the Registration Statement any registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiesCommon Stock, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, Xxxxxx and thereupon shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securitiesregistration. The Company shall include not be obligated to effect any registration of any Shares under Section 1(a): (i) incidental to a registration of any of its Common Stock in such Registration Statement all connection with (A) any merger or consolidation with another company or acquisition subject to Rule 145 under the Securities Act, or (B) any part dividend reinvestment plans or stock option or other employee benefit plans of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required or (ii) if Xxxxxx is eligible to register resell any Warrant of the Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to an exemption from registration provided by Rule 144 of under the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights. If If, at any time commencing after the date hereof the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of register any of its equity securities, securities under the Act (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any a merger or acquisition of any entity or business pursuant to Form S-8 or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants such successor form) it will give written notice of such determination andby registered mail, if within at least thirty (30) days prior to the filing of each such registration statement, to the Holder or Holders of the Warrants and/or the Warrant Shares of its intention to do so. If such Holder or Holders of the Warrants and/or Warrant Shares notify the Company within ten (10) days after receipt of any such notice, notice of its or within their desire to include any such shorter period of time as may be specified by the Company securities in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)proposed registration statement, the Company will cause shall afford such Holder or Holders of the registration under the Securities Act of all the Warrants and/or Warrant Shares which the opportunity to have any such Warrant Shares registered under such registration statement. The Company has been so requested shall supply such number of prospectuses and other documents as the Holder may reasonably request in order to register by facilitate the holder, to the extent required to permit the public sale or other disposition of the Warrant Shares, qualify the Warrant Shares so for sale in such states as 148 EXHIBIT 10.23 any such Holder reasonably designates and do any and all other acts and things which may be necessary or desirable to be registered; provided that if at any time after giving written notice of its intention enable such Holders to register any securities and prior to consummate the effective date public sale or other disposition of the Registration Statement filed in connection with such registrationWarrant Shares, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) and furnish indemnification in the case manner as set forth in Subsection 7.2 of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period 7. Such Holders shall furnish information and indemnification as the delay set forth in registering such other securities. The Company shall include in such Registration Statement all or any part Subsection 7.2 of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning 7. For the availability of current public information pursuant to Rule 144 purpose of the Securities Act. In the case of an underwritten public offeringforegoing, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares by the Holder in such a Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine Statement pursuant to this sub-paragraph 7.l under a condition that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none offer and/or sale of such Warrant Shares; provided, however, that if securities are being offered for Shares not commence until a date not to exceed 90 days from the account effective date of other persons or entities as well as the Company, such reduction registration statement shall not represent a greater fraction of the number of Warrant Shares intended be deemed to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)in compliance with this sub-paragraph 7.l.

Piggyback Registration Rights. If If, at any time after the Issue Date and expiring on the Expiration Date, the Company shall determine proposes to prepare and file with register any of its securities under the Commission a registration statement (a “Registration Statement”) relating to an offering Act either for its own account or for the account of others under the Securities Act of any of its equity securitiesothers, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition the public offering of any entity or business or such equity securities solely for cash, on a registration form that would also permit the registration of the common stock issuable in connection with stock option or other employee benefit plansupon exercise of this Warrant (“Warrant Shares)”, the Company shall send to each holder of promptly give the Notes and Warrants Holder written notice of such determination and, if within proposal. Within thirty (30) days after receipt the notice is given, the Holder shall give notice as to the number of Warrant Shares, if any, which have vested and which the Holder requests be registered simultaneously with such notice, or within such shorter period of time as may be specified registration by the Company. The Company shall use its best efforts to include such Warrant Shares in such written notice as may registration statement (or in a separate registration statement concurrently filed) which the Holder requests to be necessary for the Company so included and to comply with its obligations cause such registration statement to become effective with respect to the timing of the filing of such Registration Statement, any such holder shall so request shares in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause accordance with the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if procedures set forth in Section 8 hereof. If at any time after giving written notice of its intention to register any equity securities and prior to before the effective date effectiveness of the Registration Statement registration statement filed in connection with such registration, the Company shall determine determines for any reason either not to register effect such registration or to delay registration of such securitiesregistration, the Company may, at its election, give by delivery of written notice of such determination to such holder and, thereuponthe Holder, (i) in the case of a determination not to registereffect registration, shall be relieved relieve itself of a reasonably necessary portion of its obligation to register any the Warrant Shares under this Section 7 in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and or (ii) in the case of a determination to delay registeringregistration, shall be permitted to delay registering any the registration of the Warrant Shares being registered pursuant to under this Section 7.1 7 for the same period as the delay in registering the registration of such other equity securities. The Company shall include in such Registration Statement all or any part Each Holder of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares requesting inclusion in a registration pursuant to this Section 7.1 that are eligible for resale without limitations concerning 7 may, at any time before the availability of current public information pursuant to Rule 144 effective date of the Securities Act. In the case registration statement relating to such registration, revoke such request by delivering written notice of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object such revocation to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement which notice shall be reduced pro-rata among such holders (based effective only upon receipt by the number of Warrant Shares requested to be included in the registrationCompany), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, in consultation with its financial and legal advisors, determines that such reduction shall not represent revocation would require a greater fraction recirculation of the number prospectus contained in the registration statement, then such Holder of Warrant Shares intended shall have no right to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)revoke its request.

Piggyback Registration Rights. If (a) In the event that at any time or from time to time the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account register any class of others equity securities under the Securities Act of any of its equity securities, other than a registration statement on Form Forms S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if anysuccessor forms), the Company will give prompt written notice (the "Registration Notice") to the holder or holders of Registrable Securities of its intention to effect such a registration and will, subject to the remaining provisions of this Agreement, include in such registration all Registrable Securities with respect to which the Company has received the written request from the holder thereof for inclusion therein within 15 days after the receipt of the Registration Notice (a "Piggyback Registration"). From and after receipt of such notice from the holder, the Company shall cause the registration specified Registrable Securities to be registered under the Securities Act of and to effect and to comply with all the Warrant Shares which the Company has been so requested to register by the holdersuch qualifications, to the extent required compliances and requirements as may be necessary to permit the disposition sale of such Registrable Securities in the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of manner described in the Registration Statement filed in connection with such registrationNotice including, the Company shall determine for any reason not to register or to delay registration of such securitieswithout limitation, the Company may, at its election, give written notice of such determination to such holder and, thereupon, qualification under applicable state securities laws (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, provided that the Company shall not be required in connection therewith to register qualify as a foreign corporation or to execute general consent to service of process in any Warrant Shares pursuant to state.) (b) If the registration described in this Section 7.1 that are eligible 2(a) is for resale without limitations concerning ------------ the availability of current public information pursuant to Rule 144 account of the Securities Act. In the case of an underwritten public offeringCompany, if and the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if underwriters advise the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statementwriting that, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holderstheir opinion, then (x) the number of Warrant Shares shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares Registrable Securities requested to be included in such registration exceeds the registration)number which can be sold in such offering, if the Company after consultation with the underwriter(swill include in such registration (i) recommends the inclusion of fewer Warrant Sharesfirst, or (y) none all of the Warrant Shares securities the Company proposes to sell for its own account (but not for the account of any other person) and (ii) second, such number of Registrable Securities requested to be included therein which the Holders managing underwriters advise the Company can be sold in such offering; provided, that any reduction imposed upon holders of Registrable Securities shall not be greater, on a percentage basis with respect to the Registrable Securities requested to be included, than the reduction imposed upon other persons with piggy-back registration rights requesting to be included in such Registration Statementregistration whose rights are not expressly subordinate to those granted herein. (c) If the registration described in this Section 2(a) is an ------------ underwritten secondary registration on behalf of the holders of the Company's securities, if and the managing underwriters advise the Company after consultation with in writing that, in their opinion, the underwriter(s) recommends number of shares of Registrable Securities requested to be included in such registration exceeds the inclusion number which can be sold in such offering, the Company will include in such registration such number of none of Registrable Securities requested to be included therein which the managing underwriters advise the Company can be sold in such Warrant Sharesoffering; provided, howeverthat any reduction imposed upon holders of Registrable Securities shall not be greater, that if securities are being offered for on a percentage basis with respect to the account of Registrable Securities requested to be included, than the reduction imposed upon other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended with piggy-back registration rights requesting to be offered by included in such registration whose rights are not expressly subordinate to those granted herein. (d) If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to this Agreement and if such previous registration has not been withdrawn or abandoned, the Company will not file or cause to effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders than of its securities, until a period of at least six months has elapsed from the fraction effective date of similar reductions imposed on such other persons or entities (other than the Company)previous registration.

Piggyback Registration Rights. Any Lender, and in the case of the Reverse Merger, any Lender who participates in a Reverse Merger Financing in accordance with Section 8 below, shall be entitled to the following registration rights for so long as any of the Notes are outstanding, subject to the conditions set forth below: If at any time after the Company date hereof the Company, or after the closing of a Reverse Merger Financing, the Public Company, shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) under the Securities Act relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide, employee benefit plans), the Company or the Public Company, as the case may be, shall send to each holder of the Notes and Warrants Lender who is entitled to registration, written notice of such determination not less than twenty (20) days prior to filing such registration statement, and, if within thirty ten (3010) days after receipt the mailing date of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Lender shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)writing, the Company will cause or the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Public Company shall include in such Registration Statement registration statement all or any part of the Shares of the Public Company received or to be received by such Warrant Shares Lender upon conversion of the Notes that such holder Lender requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company or the Public Company the managing underwriter(s) thereof shall impose a limitation on the number of such Shares which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company or the Public Company shall be obligated to include in such registration statement only such limited portion of the Shares with respect to which such Lender has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Shares shall be made pro rata among the Lender seeking to include Shares in proportion to the number of securities sought to be included by such additional investors; provided, however, that the Company or the Public Company shall not exclude any Shares unless the Company or Public Company has first excluded all outstanding securities, the purchaser of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Shares; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Shares shall be required made pro rata with the purchaser of other securities having the right to register any Warrant include such securities in the registration statement other than purchaser of securities entitled to inclusion of their securities in such registration statement by reason of demand registration rights. If an offering in connection with which a Lender is entitled to registration is an underwritten offering, then each Lender whose Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning included in such registration statement shall, unless otherwise agreed by the availability Company or Public Company, offer and sell such Shares in an underwritten offering using the same underwriter or underwriters and on the same terms and conditions as other shares of current public information pursuant to Rule 144 of the Securities ActCommon Stock included in such underwritten offering. In the case of an underwritten public offering, if event the managing underwriter(s) Company or underwriter(s) should reasonably object to the inclusion Public Company is advised by the staff of the Warrant Shares in such Registration StatementCommission, then if the Company after consultation with the managing underwriter should reasonably determine or any applicable self-regulatory or state securities agency, that the inclusion of the Warrant Shares would will prevent, preclude or materially adversely affect delay the offering contemplated effectiveness of a registration statement filed, the Company and the Public Company, in good faith, may amend such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none registration statement to exclude the Shares without otherwise affecting the Lender’s rights to any other registration statement. Any costs associated with registration of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if paid by the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Public Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights. (a) If the Company at any time the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of register any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated shares of Common Stock under the Securities Act) , whether of its own accord or their then equivalents relating to equity securities to be issued solely in connection with any acquisition at the demand of any entity or business or equity holders of other such securities issuable in connection with stock option or other employee benefit plans, the Company shall send pursuant to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations an agreement with respect to the timing registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration statement proposed to be used may be used for the registration of the Shares as contemplated hereunder, the Company will give notice to Holder not less than 10 days nor more than 30 days prior to the filing of such Registration Statementregistration statement of its intention to proceed with the proposed registration (the "Registration"), and, upon written request of the Holder made within ten (10) days after the receipt of any such holder shall so request in writing notice (which request shall will specify the Warrant number of Shares intended to be disposed of by the Purchasers, if anyHolder and state the intended method of disposition thereof), the Company will use its best efforts to cause the all Shares of Holder as to which registration has been requested to be registered under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holderAct, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the such Registration Statement filed is in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object Holder's Shares to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders be included in such Registration Statement shall be reduced pro-rata among such holders (based offered upon the number same terms and conditions as applied to any other securities included in such Registration. Notwithstanding anything contained in this Section 1(a) to the contrary, the Company shall have no obligation to cause Shares to be registered with respect to any Shares which may be immediately resold under Rule 144 of Warrant Shares the Act. If the Company believes it is in the best interests of the Company to terminate the Registration for any reason, it shall have no obligations to continue the Registration but shall promptly notify Holder of such determination. (b) If a Registration is a primary registration on behalf of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be included in such Registration (whether by the registration)Company, the Holder, or other holders of the Company's securities pursuant to any other rights granted by the Company to participate in such Registration) exceeds the amount of such securities which can be successfully sold in such offering, the Company will include in such Registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, in the following order (A) first, all of the securities the Company proposes to sell, and (B) second, any other securities held by holders with registration rights requested to be included in such Registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such holders. (c) If a Registration is a secondary registration on behalf of holders of securities of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company after consultation with in writing that in their opinion the underwriter(s) recommends the inclusion amount of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall securities requested to be included in such Registration Statement(whether by such holders, if by the Holder, or by holders of the Company's securities pursuant to any other rights granted by the Company after consultation with to participate in such Registration) exceeds the underwriter(s) recommends the inclusion of none amount of such Warrant Shares; providedsecurities which can be sold in such offering, howeverthe Company will include in such Registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, that if securities are being offered for in the account of other persons or entities as well as the Companyfollowing order (A) first, such reduction shall not represent a greater fraction all of the number of Warrant Shares intended securities requested to be offered included by holders with demand registration rights who are demanding such Registration, pro rata among the holders than thereof on the fraction basis of similar reductions imposed the amount of such securities then owned by such holders, and (B) second, any other securities held by holders with piggyback registration rights, requested to be included in such Registration, pro rata among the holders thereof on the basis of the amount of such other persons or entities (other than the Company)securities then owned by such holders.

Piggyback Registration Rights. 9.1 If at any time the Company shall determine determines to prepare and file proceed with the Commission preparation and filing with the SEC of a registration statement (a the “Registration Statement”) relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securitiescommon shares, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act0000 Xxx) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants Subscriber written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Subscriber shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)writing, the Company will shall cause the registration under the Securities 1933 Act of all the Warrant Shares which (the Company has been so requested to register by the holder“Registrable Securities”) and, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities of its common shares and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiescommon shares, the Company may, at its election, give written notice of such determination to such holder the Subscriber and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares the Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 the Registrable Securities for the same period as the delay in registering such other securitiescommon shares. The Company shall include in such Registration Statement registration statement all or any part of such Warrant Shares such holder requests to be registeredthe Registrable Securities; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 shares that are eligible for resale without limitations concerning the availability of current public information sale pursuant to Rule 144 144(k) of the Securities 1933 Act. In the case of an underwritten public offeringNotwithstanding any other provision in this section, if the managing underwriter(s) or underwriter(s) should reasonably object Company receives a comment from the SEC which effectively results in the Company having to reduce the inclusion number of the Warrant Shares in Registrable Securities included on such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated may, in such Registration Statementits sole discretion, and based reduce on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) a pro rata basis the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Registrable Securities to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement. 9.2 In connection with each Registration Statement described in this section, the Subscriber shall furnish to the Company in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. The Company may require the Subscriber to furnish to the Company a certified statement as to the number of shares of common stock beneficially owned by the Subscriber and the name of the natural person thereof that has voting and dispositive control over the Registrable Shares. 9.3 All fees and expenses incident to the performance of or compliance with the filing of the Registration Statement shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the OTC Bulletin Board or other exchange or quotation service on which the common stock of the Company is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company after consultation so desires such insurance, and (vi) fees and expenses of all other persons retained by the Company in connection with the underwriter(sfiling of the Registration Statement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the filing of the Registration Statement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange, if applicable. In no event shall the Company be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Subscriber. 9.4 The Company shall, notwithstanding any termination of this Subscription Agreement, indemnify and hold harmless the Subscriber, its officers, directors, agents and employees, and each person who controls the Subscriber (within the meaning of Section 15 of the 1933 Act or Section 20 of the 0000 Xxx) recommends and the inclusion officers, directors, agents and employees of none each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or to the extent that such information relates to the Subscriber or the Subscriber's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement, or in any amendment or supplement thereto or (ii) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. 9.5 The Subscriber shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the directors, officers, agents or employees of such Warrant Shares; providedcontrolling persons, howeverto the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Subscriber's failure to comply with the prospectus delivery requirements of the 1933 Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that if securities such untrue statement or omission is contained in any information so furnished in writing by the Subscriber to the Company specifically for inclusion in the Registration Statement or (ii) to the extent that such untrue statements or omissions are being offered based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or (iii) to the account extent that such information relates to the Subscriber or the Subscriber's proposed method of other persons distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement or entities in any amendment or supplement thereto or (z) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. In no event shall the liability of the Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. 9.6 If a claim for indemnification hereunder is unavailable to either the Company or the Subscriber (in each case, an “Indemnified Party or Indemnified Parties”, as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as the Companyany other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such reduction Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Subscription, any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was available to such party in accordance with its terms. The parties hereto agree that it would not represent a greater fraction be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this section, no Subscriber shall be required to contribute, in the aggregate, any amount in excess of the number of Warrant Shares intended to be offered amount by which the proceeds actually received by the holders than Subscriber from the fraction sale of similar reductions imposed on the Registrable Securities subject to the proceeding exceeds the amount of any damages that the Subscriber has otherwise been required to pay by reason of such other persons untrue or entities (other than alleged untrue statement or omission or alleged omission, except in the Company)case of fraud by the Subscriber.

Piggyback Registration Rights. 8.1 If at any time the Company shall determine Issuer determines to prepare and file proceed with the Commission preparation and filing with the SEC of a registration statement (a the “Registration Statement”) relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securitiesshares of common stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act1000 Xxx) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company Issuer shall send to each holder of the Notes and Warrants Subscriber written notice of such determination and, if within thirty fifteen (3015) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Subscriber shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)writing, the Company Issuer will cause the registration under the Securities 1933 Act of all the Warrant Shares which and the Company has been so requested to register by Warrants (the holder“Registrable Securities”), to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities of its shares of common stock and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company Issuer shall determine for any reason not to register or to delay registration of such securitiescommon stock, the Company Issuer may, at its election, give written notice of such determination to such holder the Subscriber and, thereupon, : (ia) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares the Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and (iib) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 the Registrable Securities for the same period as the delay in registering such other securitiescommon stock. The Company Issuer shall include in such Registration Statement registration statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, the Registrable Securities provided however that the Company Issuer shall not be required to register any Warrant Shares pursuant to this Section 7.1 shares that are eligible for resale without limitations concerning the availability of current public information sale pursuant to Rule 144 of the Securities 1933 Act. In the case of an underwritten public offeringNotwithstanding any other provision in this Section 8, if the managing underwriter(s) or underwriter(s) should reasonably object Issuer receives a comment from the SEC which effectively results in the Issuer having to reduce the inclusion number of the Warrant Shares in Registrable Securities included on such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated Issuer may, in such Registration Statementits sole discretion, and based reduce on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) a pro rata basis the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Registrable Securities to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement. 8.2 In connection with each Registration Statement described in this Section 8, the Subscriber will furnish to the Issuer in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. The Issuer may require the Subscriber to furnish to the Issuer a certified statement as to the number of shares of common stock beneficially owned by the Subscriber and the name of the natural person thereof that has voting and dispositive control over the shares. 8.3 All fees and expenses incident to the performance of or compliance with the filing of the Registration Statement shall be borne by the Issuer whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation: (a) all registration and filing fees (including, without limitation, fees and expenses (i) with respect to filings required to be made with Nasdaq or other exchange or quotation service on which the common stock of the Issuer is then listed for trading, and (ii) in compliance with applicable state securities or Blue Sky laws), (b) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (c) messenger, telephone and delivery expenses, (d) fees and disbursements of counsel for the Issuer, (e) 1933 Act liability insurance, if the Company after consultation Issuer so desires such insurance, and (vi) fees and expenses of all other persons retained by the Issuer in connection with the underwriter(sfiling of the Registration Statement. In addition, the Issuer shall be responsible for all of its internal expenses incurred in connection with the filing of the Registration Statement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange, if applicable. In no event shall the Issuer be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Subscriber. 8.4 The Issuer shall, notwithstanding any termination of this Subscription Agreement, indemnify and hold harmless the Subscriber, its officers, directors, agents and employees, and each person who controls the Subscriber (within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 (the “1934 Act”) recommends and the inclusion officers, directors, agents and employees of none each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that: (a) such untrue statements or omissions are based solely upon information regarding the Subscriber furnished in writing to the Issuer by the Subscriber expressly for use therein, or to the extent that such information relates to the Subscriber or the Subscriber’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement, or in any amendment or supplement thereto or (b) the use by the Subscriber of an outdated or defective Registration Statement after the Issuer has notified the Subscriber in writing that the Registration Statement is outdated or defective. 8.5 The Subscriber shall indemnify and hold harmless the Issuer, its directors, officers, agents and employees, each person who controls the Issuer (within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the directors, officers, agents or employees of such Warrant Shares; providedcontrolling persons, howeverto the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (a) the Subscriber’s failure to comply with the prospectus delivery requirements of the 1933 Act or (b) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that if securities such untrue statement or omission is contained in any information so furnished in writing by the Subscriber to the Issuer specifically for inclusion in the Registration Statement or (ii) to the extent that such untrue statements or omissions are being offered based solely upon information regarding the Subscriber furnished in writing to the Issuer by the Subscriber expressly for use therein, or (iii) to the account extent that such information relates to the Subscriber or the Subscriber’s proposed method of other persons distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement or entities in any amendment or supplement thereto or (c) the use by the Subscriber of an outdated or defective Registration Statement after the Issuer has notified the Subscriber in writing that the Registration Statement is outdated or defective. In no event shall the liability of the Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. 8.6 If a claim for indemnification hereunder is unavailable to either the Issuer or the Subscriber (in each case, an “Indemnified Party” or “Indemnified Parties”, as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as the Companyany other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such reduction Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Subscription, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was available to such party in accordance with its terms. The parties hereto agree that it would not represent a greater fraction be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this section, no Subscriber shall be required to contribute, in the aggregate, any amount in excess of the number of Warrant Shares intended to be offered amount by which the proceeds actually received by the holders than Subscriber from the fraction sale of similar reductions imposed on the Registrable Securities subject to the proceeding exceeds the amount of any damages that the Subscriber has otherwise been required to pay by reason of such other persons untrue or entities (other than alleged untrue statement or omission or alleged omission, except in the Company)case of fraud by the Subscriber.

Piggyback Registration Rights. If at any time until the fourth anniversary of this Agreement, the Company shall determine at any time proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for register any of its own account or the account of others equity securities under the Securities Act of any of its equity securities, (other than pursuant to Section 2(a) or a registration on Form S-4 or Form S-8 (each as promulgated under or any successor form), and the Securities Act) or their then equivalents relating to equity securities registration form to be issued solely in connection with any acquisition used may be used for the registration of Registrable Securities, it will give written notice to all holders of Registrable Securities (other than Existing Holders) of its intention to do so. Upon the written request of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each such holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified received by the Company in within 30 days after the giving of such written notice as may be necessary for by the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares number of Registrable Securities intended to be disposed of by such holder and the Purchasers, if anyintended method or methods of disposition thereof), the Company will cause use its best efforts to effect the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition such Registrable Securities (excluding those of the Warrant Shares so to be registered; Existing Holders) in accordance with such intended method or methods of disposition, provided that if that: (i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to such each holder of Registrable Securities and, thereupon, (i) in the case of a determination shall not to register, shall be relieved of its obligation obligated to register any Warrant Shares Registrable Securities in connection with such registration (but not from its obligation to shall nevertheless pay fees and the registration expenses in accordance with Section 8.1 hereofconnection therewith), and ; and (ii) in the case of if a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered registration pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided2(b) involves an underwritten offering, however, that the Company shall not be required to register include any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Registrable Securities Act. In in such underwriting unless the case holders of an underwritten public offering, if such Registrable Securities accept the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion terms of the Warrant Shares underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such Registration Statement, then if quantity as the Company after consultation with underwriters determine in their sole discretion will not jeopardize the managing underwriter should reasonably determine that the inclusion success of the Warrant Shares would materially adversely affect offering by the offering contemplated in such Registration StatementCompany. If the total amount of securities, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holdersincluding Registrable Securities, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested by shareholders to be included in such offering exceeds the registration), if amount of securities sold other than by the Company after consultation that the underwriters determine in their sole discretion is compatible with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none success of the Warrant Shares offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the Holders shall offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of other proportions as shall mutually be agreed to by such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Companyselling shareholders).

Piggyback Registration Rights. If the Company, at any time after the Company expiration of the Restricted Period and prior to the earlier of (i) the date on which all Registrable Securities shall determine have been disposed of by the Holders thereof or (ii) one year after the date of this Agreement, proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others register under the Securities Act any class of any of its the Company's equity securities, other than or debt securities for sale to the public on a registration statement on Form S-4 or Form S-8 (each as promulgated under S-1, X-0, X-0 xx any successor form for the Securities Act) or their then equivalents relating to sale of equity securities to be issued solely the public, then and in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such case the Company shall send to each holder of the Notes and Warrants give fifteen (15) days prior written notice of such determination and, if proposed registration to the Holder Representative and shall cause such number of Registrable Securities as shall be requested by the Holder Representative on behalf of the Holders included in such request within thirty ten (3010) days after receipt thereafter to be included, upon the same terms (including the method of distribution), in any such noticeoffering. The Company may, or within without the consent of the Holder Representative, withdraw any such shorter period registration and abandon any proposed offering if in the reasonable good faith belief of time as may be specified by the Board of Directors of the Company such withdrawal and abandonment appears to be in such written notice as may be necessary for the Company Company's best interests. The failure of any Holder to comply with its obligations exercise his or her rights hereunder with respect to any registration shall not constitute a waiver of its rights to participate in any other registration. The foregoing obligations shall be subject to the timing following conditions and limitations: (i) The Company shall not be required to give such notice or include any Registrable Securities in any form of registration statement unless such Registrable Securities of such Holder are eligible for inclusion in the applicable form of registration statement as described above; (ii) In an Underwritten Public Offering of the filing of Registrable Securities, each Holder shall agree (a) to have the Registrable Securities sold to or by such Registration Statement, any such holder shall so request in writing (which request shall specify underwriter or managing agent on terms substantially equivalent to the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares terms upon which the Company has been is selling the securities so requested registered by it, and (b) to register by delay the holder, to the extent required to permit the disposition sale of any securities of the Warrant Shares so Company not sold by it in such registration statement for the period requested by such underwriter or managing agent up to be registered; provided that 180 days (or such lesser amount of time if at any time after giving written notice of its intention to register any securities and prior to permitted by such underwriter or managing agent) following the effective date of the Registration Statement filed such registration statement; (iii) If any underwriter in connection with such registration, Underwritten Public Offering shall advise the Company shall determine for any reason not that it declines to register or include a portion of the Registrable Securities requested by the Holders to delay be included in the registration statement, then in case of an exclusion as to a portion of such Registrable Securities, such portion shall be allocated among the Holders in proportion to the respective number of shares of Common Stock requested to be registered by such Holders of the Company's securities, . The Holders hereby acknowledge and agree that the Holders shall be subordinate in priority of registration to any person to whom the Company may, at its election, give written notice of such determination has granted registration rights prior to such holder the date hereof; and, thereupon, (iiv) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay The fees and expenses in accordance with Section 8.1 hereof), and (ii) in of the case of a determination to delay registering, offering shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for borne by the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registeredCompany; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 Holders will pay all of the Securities Act. In underwriting discounts and commissions, transfer taxes, transfer agent fees and the case expenses, disbursements and charges of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object their own counsel with respect to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)Registrable Securities.

Piggyback Registration Rights. With respect to the Shares to be issued upon exercise of the Warrants, the Registered Holder shall have "piggyback" registration rights with respect to the Shares as follows: (a) If the Company at any time within two (2) years following the Company shall determine issuance of this Warrant proposes to prepare and file with register any of its securities under the Commission a registration statement (a “Registration Statement”) relating Act for sale to an offering the public, whether for its own account or for the account of others under other security holders or both (except with respect to registration statements on Form X-0, X-0 or other form not available for registering the Securities Act Shares issuable upon exercise of the Warrants, which are collectively referred to as the "Eligible Shares", for sale to the Public), it will give prompt written notice to the Registered Holder of its intention to do so and of the proposed method of distribution of such securities. Such "piggyback" registration rights shall only be available if (1) the Warrants have not expired or (2) the Warrants have been exercised in whole or in part and Shares have been issued thereby. Upon the giving of any such notice by the Company to register any of its equity securities, other than on Form S-4 or Form S-8 (each securities as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)set forth above, the Company will use its best efforts to cause the Eligible Shares to be covered by the registration under the Securities Act of all the Warrant Shares which statement proposed to be filed by the Company has been so requested to register by the holder, to the extent required to permit and under the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with conditions such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in is permitted under the case of a determination to delay registering, shall be permitted to delay registering Act. In the event that any Warrant Shares being registered registration pursuant to this Section 7.1 10(a) shall be, in whole or in part, an underwritten public offering of the Company's common stock, the number of Eligible Shares to be included for an on behalf of all Registered Holders in such an underwriting may be reduced if an to the same period extent that the managing underwriter shall be of the reasonable opinion (a written copy of which shall be sent to each Registered Holder) that the inclusion of some or all of the Eligible Shares would materially adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to above without thereby incurring any liability to any Registered Holder, provided that the Company shall nonetheless be obligated to pay all Registration Expenses (as the delay defined in registering (d) below) and Selling Expenses (as defined in (d) below) associated with such other securitieswithdrawn registration statement. The Company shall include not be required to effect more than one registration pursuant to this Section 10, provided that all of the Eligible Shares shall have been included in such Registration Statement all registration, and provided that in the event the Company withdraws such registration statement, Registered Holders shall continue to have the piggyback rights set forth in this Section 10. The rights granted pursuant to the provisions of this Section 10 are not transferable by the Registered Holder. (b) The Company will use its best efforts to register or any part qualify the Eligible Shares covered by such registration statement under the securities or "blue sky" laws in such jurisdiction as the Registered Holder shall reside at the time of such Warrant Shares such holder requests to be registered; registration, provided, however, that the Company shall not for any such purpose be required to register qualify generally to transact business as a foreign corporation in any Warrant jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction. (c) The Registered Holder shall provide in writing to the Company such information as the Company may reasonably request in writing in connection with the registration of the Eligible Shares hereunder. The Registered Holder and the Company understand and mutually agree to indemnify and hold one another harmless as follows: (i) The Company to indemnify and hold harmless the Registered Holder within the meaning of Section 15 of the Act as follows: (A) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to which the Registered Holder may become subject under the Act or otherwise (1) that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (2) that arise our of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or amendment or supplement thereto, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or alleged untrue statement, or any omission or alleged omission contained in any registration statement made pursuant to or in accordance with this Section 7.1 10; and (C) against any and all expenses whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonable incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or alleged untrue statement or omission or alleged omission, to the extent that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(sany such expense is not paid under subparagraph (A) or underwriter(s(B) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Sharesabove; provided, however, that the indemnity provided pursuant to this Section 10(c) shall not apply with respect to any loss, liability, claim, damage or expense that arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Registered Holder expressly for use in any registration statement pursuant to this Section (10). (ii) The Registered Holder agrees to indemnify and hold harmless the Company and its directors and officers, and each Person, if securities are being offered any, who controls the Company within the meaning of Section 15 of the Act, to the same extent as the indemnity contained in Section (c)(i)(C)(i) above, but only insofar as such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with written information furnished to the Company by the Registered Holder for use in a registration statement required to be made pursuant to this Section 10 relating to the Registered Holder's status as a selling security holder. (d) The Company will pay all Registration Expenses (as such term is hereinafter defined) in connection with any registration statement filed under this Section 10. All Selling Expenses (as such term is hereafter defined) in connection with such registration statement shall be born by the Registered Holder. For purposes of this Section 10(d), the term "Registration Expenses" shall mean all registration and filing fees, printing expenses, fees and disbursements of the Company's counsel and independent public accountants for the account of other persons Company and fees and expenses incurred in connection with applying for listing and quotation on any securities exchange or entities as well as the Companyquotation service, such reduction shall not represent a greater fraction fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the number National Association of Warrant Shares intended Securities Dealers, Inc., transfer taxes, and fees of transfer agents and registrars; the term "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to be offered by the holders than sale of the fraction Eligible Securities and fees and expenses of similar reductions imposed on such other persons or entities (other than the Company)Registered Holder's counsel, if any.

Piggyback Registration Rights. If If, at any time when Shares are outstanding and there is no effective registration statement covering the Company Shares, ConnectClearly shall determine to prepare and file with the Securities Exchange Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company ConnectClearly shall send to each holder of the Notes and Warrants Shares written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing writing, (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if anysuch holders), the Company ConnectClearly will cause the registration under the Securities Act of all the Warrant Shares which the Company ConnectClearly has been so requested to register by the holder, to the extent required requisite to permit the disposition of the Warrant Shares so to be registered; , provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company ConnectClearly shall determine for any reason not to register or to delay registration of such securities, the Company ConnectClearly may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company ConnectClearly shall include in such Registration Statement registration statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register . The terms and conditions governing any Warrant and all registrations of Shares pursuant to under this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement6A, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares rights and obligations of the Holders in connection therewith, shall be included substantially similar to the terms and conditions prescribed in such the Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)Rights Agreement.

Piggyback Registration Rights. 10.1 If at any time the Company shall determine Issuer determines to prepare and file proceed with the preparation and filing with the United States Securities and Exchange Commission (the “SEC”) of a registration statement (a the “Registration Statement”) relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securitiescommon shares, other than on Form S-3, Form S-4 or Form S-8 (each as promulgated under the Securities Act0000 Xxx) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company Issuer shall send to each holder of the Notes and Warrants Subscriber written notice of such determination and, if within thirty ten (3010) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Subscriber shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)writing, the Company Issuer will cause the registration under the Securities 1933 Act of all the Warrant Shares which (the Company has been so requested to register by the holder“Registrable Securities”), to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities of its common shares and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company Issuer shall determine for any reason not to register or to delay registration of such securitiescommon shares, the Company Issuer may, at its election, give written notice of such determination to such holder the Subscriber and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares the Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 the Registrable Securities for the same period as the delay in registering such other securitiescommon shares. The Company Issuer shall include in such Registration Statement registration statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, the Registrable Securities provided however that the Company Issuer shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information sale pursuant to Rule 144 of the Securities 1933 Act. In the case of an underwritten public offeringNotwithstanding any other provision in this Section 10, if the managing underwriter(s) or underwriter(s) should reasonably object Issuer receives a comment from the SEC which effectively results in the Issuer having to reduce the inclusion number of the Warrant Shares in Registrable Securities included on such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated Issuer may, in such Registration Statementits sole discretion, and based reduce on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) a pro rata basis the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Registrable Securities to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement. 10.2 In connection with each Registration Statement, the Subscriber will furnish to the Issuer in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. The Issuer may require the Subscriber to furnish to the Issuer a certified statement as to the number of common shares beneficially owned by the Subscriber and the name of the natural person thereof that has voting and dispositive control over the Registrable Securities. 10.3 All fees and expenses incident to the performance of or compliance with the filing of the Registration Statement shall be borne by the Issuer whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the NASDAQ Capital Market, the Toronto Stock Exchange or other exchange or quotation service on which the common shares of the Issuer are then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Issuer, (v) 1933 Act liability insurance, if the Company after consultation Issuer so desires such insurance, and (vi) fees and expenses of all other persons retained by the Issuer in connection with the underwriter(sfiling of the Registration Statement. In addition, the Issuer shall be responsible for all of its internal expenses incurred in connection with the filing of the Registration Statement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange, if applicable. In no event shall the Issuer be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Subscriber. 10.4 The Issuer shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Subscriber, its officers, directors, agents and employees, and each person who controls the Subscriber (within the meaning of Section 15 of the 1933 Act or Section 20 of the 0000 Xxx) recommends and the inclusion officers, directors, agents and employees of none each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding the Subscriber furnished in writing to the Issuer by the Subscriber expressly for use therein, or to the extent that such information relates to the Subscriber or the Subscriber’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement, or in any amendment or supplement thereto or (ii) the use by the Subscriber of an outdated or defective Registration Statement after the Issuer has notified the Subscriber in writing that the Registration Statement is outdated or defective. 10.5 The Subscriber shall indemnify and hold harmless the Issuer, its directors, officers, agents and employees, each person who controls the Issuer (within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the directors, officers, agents or employees of such Warrant Shares; providedcontrolling persons, howeverto the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Subscriber’s failure to comply with the prospectus delivery requirements of the 1933 Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that if securities such untrue statement or omission is contained in any information so furnished in writing by the Subscriber to the Issuer specifically for inclusion in the Registration Statement or (ii) to the extent that such untrue statements or omissions are being offered based solely upon information regarding the Subscriber furnished in writing to the Issuer by the Subscriber expressly for use therein, or (iii) to the account extent that such information relates to the Subscriber or the Subscriber’s proposed method of other persons distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement or entities in any amendment or supplement thereto or (z) the use by the Subscriber of an outdated or defective Registration Statement after the Issuer has notified the Subscriber in writing that the Registration Statement is outdated or defective. In no event shall the liability of the Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. 10.6 If a claim for indemnification hereunder is unavailable to either the Issuer or the Subscriber (in each case, an “Indemnified Party or Indemnified Parties”, as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as the Companyany other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such reduction Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Subscription, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was available to such party in accordance with its terms. The parties hereto agree that it would not represent a greater fraction be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this section, no Subscriber shall be required to contribute, in the aggregate, any amount in excess of the number of Warrant Shares intended to be offered amount by which the proceeds actually received by the holders than Subscriber from the fraction sale of similar reductions imposed on the Registrable Securities subject to the proceeding exceeds the amount of any damages that the Subscriber has otherwise been required to pay by reason of such other persons untrue or entities (other than alleged untrue statement or omission or alleged omission, except in the Company)case of fraud by the Subscriber.

Piggyback Registration Rights. If at (but without any time obligation to do so) the Company shall determine proposes to prepare and file with the Commission register (including for this purpose a registration statement (a “Registration Statement”effected by the Company for stockholders other than the Investor) relating to an offering of any of its stock, either for its own account or for the account of others a security holder or holders, under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan or option agreements, an offering or sale of securities pursuant to a Form s-4 (or successor form) registration statement, or any acquisition registration statement 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 any entity or business or equity securities issuable in connection with stock option or other employee benefit plansthe “Registerable Securities” as such term is defined below), the Company shall send to each holder of shall, at such time, promptly give the Notes and Warrants Investor written notice of such determination and, if registration. Upon the written request of Investor given within thirty ten (3010) days after receipt mailing of such notice, or within such shorter period of time as may be specified notice by the company, the Company in shall, subject to the provisions of this Section, cause to be registered under the Securities Act all of the Registerable Securities that Investor has requested to be registered. For purposes of this Section, Registerable Securities shall mean the Shares of Company common stock issued upon conversion of the Preferred Stock owned by Investor, to the extent such written notice as shares may not be necessary for resold under Rule 144 under the Securities Act or otherwise without registration. It shall be a condition precedent to the obligations of the Company to comply with its obligations take any action pursuant to this Section with respect to the timing Registerable Securities of Investor that Investor shall furnish to the filing Company such information regarding itself, the Registerable Securities held by it, and the intended method of disposition of such Registration Statement, any such holder securities as shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning effect the availability registration of current public information pursuant to Rule 144 of the Investor’s Registerable Securities Act. In the case of an underwritten public offeringin 4-G Paintball, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).Inc.

Piggyback Registration Rights. If If, at any time the Company shall determine to prepare and file with the Commission a registration statement with the Securities and Exchange Commission (a “Registration Statement”"Commission") relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (S-8, each as promulgated under the Securities Act) , or their then equivalents equivalent relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) or as part of an underwritten offering of the Company's Shares, then the Company shall send to each holder of the Notes and Warrants Purchaser a written notice of such determination andat least twenty (20) days prior to the filing of any such registration statement and shall include in such registration statement all Shares requested by Purchaser, if up to a limit of 30% of the overall number of shares to be included in the registration statement, or such other amount as may be negotiated between the Parties, to be included in the registration within thirty ten (3010) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in sends such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of Purchaser (the filing of such Registration Statement"Piggyback Shares") for resale and offer on a continuous basis pursuant to Rule 415; provided, any such holder shall so request in writing that (which request shall specify the Warrant Shares intended to be disposed of by the Purchasersi) if, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine determines for any reason not to register proceed with or to delay registration of terminate such securitiesregistration, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall will be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and (ii) in the case of a determination by the Company to delay registeringregistration of its securities, shall the Company will be permitted to delay registering any Warrant the registration of Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company , (iii) Purchaser is subject to confidentiality obligations and shall include not use or disclose any information gained in such Registration Statement all this process or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current other material non-public information pursuant he, she or it obtains, (iv) Purchaser or its assignees or successors in interest shall comply with all applicable laws relating to Rule 144 xxxxxxx xxxxxxx or similar restrictions; (v) if all of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holdersPurchaser cannot be so included due to Commission comments or Commission guidance, then (x) the Company may reduce the number of Warrant Piggyback Shares of the holders included in such Registration Statement shall be reduced pro-rata among registration statement to comply with such holders Commission comments or Commission guidance; (based upon the number of Warrant Shares requested to be included vi) in the registration), if event the Company undertakes filing of a registration statement relating to Company's equity line agreement with Lincoln Park Capital Fund, LLC, ("LPC") the Purchaser will be allowed to piggyback into such registration statement after consultation with obtaining written consent from LPC; and (vii) in the underwriter(sin the event the Company undertakes filing of a registration statement relating to a demand from VDF FutureCeuticals Inc. ("VDF-FC") recommends under the inclusion of fewer Warrant Shares, or (y) none terms of the Warrant Shares of the Holders shall be included in such Registration Statement, if registration rights agreement executed by the Company and VDF-FC on January 28, 2014, the Purchaser will be allowed to piggyback into such registration statement after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)obtaining written consent from VDF-FC.

Piggyback Registration Rights. (a) If Purchaser at any time within three (3) years of the Company shall determine Closing Date proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of register any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated securities under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder 1933 Act on a form which permits inclusion of the Notes and Warrants shares of common stock held by Seller (the "Shares") (or stock into which such Shares may be convertible upon such public offering), it shall promptly each such time give written notice to Seller of such determination its intention to do so, and, if upon the written request, given within thirty twenty (3020) days after receipt of any such notice, or within of Seller to register any Shares, Purchaser shall as soon as practicable thereafter cause all such shorter period of time as may be Shares specified by Seller to be registered under the Company 1933 Act, to the extent requisite to permit the sale or other disposition by Seller of such Shares so registered. (b) Whenever Purchaser is under an obligation hereunder to effect the registration of any of its securities, Purchaser shall, as expeditiously as practicable: (i) Prepare and file with the Securities and Exchange Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to remain effective; (ii) Prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in such written notice connection therewith as may be necessary for the Company to keep such registration statement effective, and to comply with its obligations the provisions of the 1933 Act with respect to the timing sale or other disposition of all securities covered by such registration statement whenever Seller shall desire to sell or dispose of the filing same; (iii) Furnish to Seller such number of copies of the prospectus contained in such registration statement, including any preliminary prospectus, in conformity with the requirements of the 1933 Act and such other documents as Seller may reasonably request in order to facilitate the public sale or other disposition of such Registration Statement, any securities; (iv) Use every reasonable effort to register or qualify the securities covered by such holder shall so request in writing (which request shall specify registration statement under the Warrant Shares intended to be disposed securities or blue sky laws of by such jurisdictions as the Purchasersmanaging underwriters of such public offering, if any), shall request and do any and all other acts of things which may be necessary to enable Seller to consummate the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the public sale or other disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration jurisdictions of such securities; and (v) Before filing the registration statement or prospectus of amendments or supplements thereto, with the Securities and Exchange Commission, furnish Seller's counsel with copies of all such documents proposed to be filed, the Company may, at portions of which documents pertaining to Seller and its election, give written notice Shares shall be subject to the reasonable approval of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registeredcounsel; provided, however, that the Company Purchaser shall not in any event be -------- ------- required to register use its best efforts to maintain the effectiveness of any Warrant Shares pursuant to this Section 7.1 that are eligible such registration statement for resale without limitations concerning the availability a period in excess of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(sone-hundred eighty (180) or underwriter(sdays. (c) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and Seller shall pay its pro-rata share (based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares it --- ---- is selling pursuant to the registration statement in relation to the total number of shares of Purchaser's common stock being sole pursuant thereto) of all expenses incurred in effecting the holders included registrations provided for herein, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for Purchaser, underwriting expenses and commissions, expenses of any audits incident to or required by any such registration and expenses of complying with the securities or blue sky laws of any jurisdictions. (d) (i) In the event of any registration of any of its securities under the 1933 Act pursuant hereto, Purchaser shall indemnify and hold harmless the Seller and any affiliate thereof against any losses, claims, damages or liabilities, joint or several, to which such Seller or affiliate may become subject under the 1933 Act or any other statute or common law, in so far as such Registration Statement shall be reduced pro-rata among such holders losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any alleged untrue statement of any material fact contained, on the number of Warrant Shares requested to be included effective date thereof, in any registration statement under which such securities were registered under the registration)1933 Act, if the Company after consultation any preliminary prospectus or final prospectus contained therein, or any summary prospectus issued in connection with the underwriter(s) recommends the inclusion of fewer Warrant Sharesany securities being registered, or any amendment or supplement thereto, or (y2) none any alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein, in light of the Warrant Shares of the Holders circumstances in which they were made, not misleading, and shall be included reimburse Seller or affiliates, for any legal or other expenses reasonably incurred by Seller or affiliate, in connection with investigating or defending any such Registration Statementloss, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Sharesdamage, liability or action; provided, however, that Purchaser shall not be liable to any Seller or affiliate, in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any alleged untrue statements or alleged omission made in such registration statement, preliminary prospectus, summary prospectus, prospectus, or amendment or supplement thereto in reliance upon and in conformity with written information furnished to Purchaser by Seller or affiliate for use therein, or upon such statement or omission therein based on the authority of an expert within the meaning of that term as defined in the 1933 Act (but only if Purchaser had no reasonable ground to believe, and did not believe, that the statements made on the authority of an expert were untrue or that there was an omission to state a material fact). (ii) Seller shall indemnify and hold harmless Purchaser any affiliate thereof against any losses, claims, damages, or liabilities, joint or several, to which any such Purchaser or affiliate may become subject under the 1933 Act or any other statute or at common law, in so far as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any alleged untrue statement of any material fact contained, on the effective date thereof, in any registration statement under which such securities are were registered under the 1933 Act at the request of Seller, any preliminary prospectus or final prospectus contained therein, or any summary prospectus issued in connection with any such securities being offered registered, or any amendment or supplement thereto, or (2) any alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in the case of (1) or (2) to the extent, but only to the extent, that such alleged untrue statement, preliminary summary prospectus, prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Purchaser by Seller for use therein, and then only to the account extent that such alleged untrue statements or alleged omissions by Seller were not based on the authority of an expert (within the meaning of that term as defined in 0000 Xxx) as to which Seller had no reasonable ground to believe, and did not believe, that the statements made on the authority of such expert were untrue or that there was an omission to state a material fact. (iii) Notwithstanding anything contained herein to the contrary, the indemnity contained in subparagraphs (i) and (ii) above shall remain in full force and effect regardless of any investigation made by or on behalf of Seller or affiliate thereof in the case of subparagraph (i) and regardless of any investigation made by or on behalf of Purchaser or affiliate thereof in the case of subparagraph (ii), and such indemnity shall survive the Closing Date and any subsequent transfer of such securities by Seller of affiliate. (e) If (i) Seller requests registration of any of its Shares under paragraph (1) above, and (ii) the offering proposed to be made is to be an underwritten public offering, and (iii) the managing underwriters of such public offering furnish a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such securities; then the rights of Seller, the holders of other persons or entities as well as securities having the Company, right to include such reduction securities in such registration and Purchaser to participate in such offering shall not represent a greater fraction be in the following order of the number of Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).priority:

Piggyback Registration Rights. If at any time when there is not an effective Registration Statement covering the Conversion Shares, the Company shall determine to prepare and file with the Commission a registration statement (together with any registration statement required to be filed under Section 6.2, below, a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants Preferred Shares written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Conversion Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Conversion Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Conversion Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Conversion Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Conversion Shares being registered pursuant to this Section 7.1 6.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Conversion Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Conversion Shares pursuant to this Section 7.1 6.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Conversion Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant such Conversion Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Conversion Shares of the holders, then (x) the number of Warrant Conversion Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Conversion Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Conversion Shares, or (y) none of the Warrant Conversion Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Conversion Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Conversion Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights. 8.1 If at any time the Company shall determine determines to prepare and file proceed with the Commission preparation and filing with the SEC of a registration statement (a “the "Registration Statement”") relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securitiescommon shares, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act0000 Xxx) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants Subscriber written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Subscriber shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any)writing, the Company will cause the registration under the Securities 1933 Act of all the Conversion Shares and or the Warrant Shares which (the Company has been so requested to register by the holder"Registrable Securities"), to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities of its common shares and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiescommon shares, the Company may, at its election, give written notice of such determination to such holder the Subscriber and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares the Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof)registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 the Registrable Securities for the same period as the delay in registering such other securitiescommon shares. The Company shall include in such Registration Statement registration statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, the Registrable Securities provided however that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information sale pursuant to Rule 144 144(k) of the Securities 1933 Act. In the case of an underwritten public offeringNotwithstanding any other provision in this Section 8, if the managing underwriter(s) or underwriter(s) should reasonably object Company receives a comment from the SEC which effectively results in the Company having to reduce the inclusion number of the Warrant Shares in Registrable Securities included on such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated may, in such Registration Statementits sole discretion, and based reduce on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) a pro rata basis the number of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Registrable Securities to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement. 8.2 In connection with each Registration Statement described in this Section 8, the Subscriber will furnish to the Company in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. The Company may require the Subscriber to furnish to the Company a certified statement as to the number of shares of common stock beneficially owned by the Subscriber and the name of the natural person thereof that has voting and dispositive control over the Shares. 8.3 All fees and expenses incident to the performance of or compliance with the filing of the Registration Statement shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the OTC Bulletin Board or other exchange or quotation service on which the common stock of the Company is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company after consultation so desires such insurance, and (vi) fees and expenses of all other persons retained by the Company in connection with the underwriter(sfiling of the Registration Statement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the filing of the Registration Statement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange, if applicable. In no event shall the Company be responsible for any broker or similar commissions or, except to the extent provided for hereunder, any legal fees or other costs of the Subscriber. CW941203.3 8.4 The Company shall, notwithstanding any termination of this Subscription Agreement, indemnify and hold harmless the Subscriber, its officers, directors, agents and employees, and each person who controls the Subscriber (within the meaning of Section 15 of the 1933 Act or Section 20 of the 0000 Xxx) recommends and the inclusion officers, directors, agents and employees of none each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, "Losses"), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or to the extent that such information relates to the Subscriber or the Subscriber’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement, or in any amendment or supplement thereto or (ii) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. 8.5 The Subscriber shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the directors, officers, agents or employees of such Warrant Shares; providedcontrolling persons, howeverto the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Subscriber’s failure to comply with the prospectus delivery requirements of the 1933 Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that if securities such untrue statement or omission is contained in any information so furnished in writing by the Subscriber to the Company specifically for inclusion in the Registration Statement or (ii) to the extent that such untrue statements or omissions are being offered based solely upon information regarding the Subscriber furnished in writing to the Company by the Subscriber expressly for use therein, or (iii) to the account extent that such information relates to the Subscriber or the Subscriber’s proposed method of other persons distribution of Registrable Securities and was reviewed and expressly approved in writing by the Subscriber expressly for use in the Registration Statement or entities in any amendment or supplement thereto or (z) the use by the Subscriber of an outdated or defective Registration Statement after the Company has notified the Subscriber in writing that the Registration Statement is outdated or defective. In no event shall the liability of the Subscriber hereunder be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation. 8.6 If a claim for indemnification hereunder is unavailable to either the Company or the Subscriber (in each case, an "Indemnified Party or Indemnified Parties", as applicable) (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as the Companyany other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such reduction Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Subscription, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this section was available to such party in accordance with its terms. The parties hereto agree that it would not represent a greater fraction be just and equitable if contribution pursuant to this section were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this section, no Subscriber shall be required to contribute, in the aggregate, any amount in excess of the number of Warrant Shares intended to be offered amount by which the proceeds actually received by the holders than Subscriber from the fraction sale of similar reductions imposed on the CW941203.3 Registrable Securities subject to the proceeding exceeds the amount of any damages that the Subscriber has otherwise been required to pay by reason of such other persons untrue or entities (other than alleged untrue statement or omission or alleged omission, except in the Company)case of fraud by the Subscriber.

Piggyback Registration Rights. (i) If at any time after the Issuance Date, the Company shall determine proposes to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for register any of its own account or the account of others Common Stock under the Securities Act of by registration on any of its equity securities, form other than on Form S-4 or Form S-8 S-8, whether or not for sale for its own account, it shall each such time give prompt written notice to the Holder of its intention to do so and of the Holder’s registration rights under this Article IV. Upon the written request of the Holder, made as promptly as practicable and in any event within ten (each as promulgated under 10) Business Days after the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition receipt of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, notice from the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares Registrable Securities as such term is defined in Section 5.1 hereof, intended to be disposed of by the Purchasers, if anyHolder and the intended method of disposition), the Company will cause shall use its reasonable best efforts to effect, in the Registration Statement, the registration under the Securities Act of all the Warrant Shares which Registrable Securities that the Company has been so requested to register by the holder, Holder to the extent required to permit the disposition of such Registrable Securities in accordance with the Warrant Shares so intended methods thereof described as aforesaid; provided, however, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be registeredsold, if such price is below the price which the Holder shall have indicated to be acceptable to it, the Company shall so advise the Holder of such price, and the Holder shall then have the right to withdraw its request to have its Registrable Securities included in such Registration Statement; provided , further , that if if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, (a) give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall and thereby be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay fees and the registration expenses in accordance with Section 8.1 hereofconnection therewith), and (iib) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 Registrable Securities, for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s. (ii) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares in such Registration Statement, then if the Company after consultation with If the managing underwriter should reasonably determine that of any underwritten offering under this Section 3.1 shall inform the inclusion of the Warrant Shares would materially adversely affect the offering contemplated Company by letter that, in such Registration Statementits opinion, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number or type of Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares Registrable Securities requested to be included in the registration)such registration would adversely affect such offering, if and the Company after consultation with has so advised the underwriter(s) recommends Holder in writing, then the inclusion of fewer Warrant SharesCompany will include in such registration, or (y) none to the extent of the Warrant Shares of number and type that the Holders shall Company is so advised can be sold in (or during the time of) such offering, first , all securities proposed by the Company to be sold for its own account, and second, such Registrable Securities requested to be included in such Registration Statementregistration pursuant to this Debenture and all other securities proposed to be registered, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant Shares; providedpro rata, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of based on the number of Warrant Shares intended securities proposed to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company)registered.

Piggyback Registration Rights. If (a) Except as provided in Section 2(b) below, if, at any time when there is not an effective registration statement covering the Registrable Shares, the Company shall determine to prepare and file with the Commission a registration statement (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securitiessecurities ("Other Securities"), other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each holder Holder of the Notes and Warrants Registrable Securities written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder Holder shall so request in writing (which request shall specify the Warrant Shares number of Registrable Securities intended to be disposed of by the Purchasers, if anyHolders), the Company will cause the registration under the Securities Act of all the Warrant Shares Registrable Securities which the Company has been so requested to register by the holderHolders, to the extent required requisite to permit the disposition of the Warrant Shares Registrable Securities so to be registered; provided , provided, however, that if at any time after giving written notice of its intention to register any securities Other Securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to such holder Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares Registrable Securities in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 5 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares Registrable Securities being registered pursuant to this Section 7.1 2(a) for the same period as the delay in registering such other securitiesthe Other Securities. The Company shall include in such Registration Statement registration statement all or any part of such Warrant Shares such holder the Registrable Securities which a Holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares Registrable Securities pursuant to this Section 7.1 2(a) that are eligible for resale without limitations concerning the availability of current public information sale pursuant to Rule 144 144(k) of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Warrant Shares Registrable Securities in such Registration Statementregistration statement, then or if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of the Warrant Shares such Registrable Securities would materially adversely affect the offering contemplated in such Registration Statementregistration statement, and based on such determination recommends inclusion in such Registration Statement registration statement of fewer or none of the Warrant Shares Registrable Securities of the holdersHolders, then (x) the number of Warrant Shares Registrable Securities of the holders Holders included in such Registration Statement registration statement shall be reduced pro-rata among such holders (based upon the number of Warrant Shares requested Holders, any Hyde Holders and any Oracle Holders seeking respectively to be included in the registration)register Registrable Securities, if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant SharesHyde Registrable Securities or Oracle Registrable Securities, or (y) none of the Warrant Shares of the Holders Registrable Securities, Hyde Registrable Securities or Oracle Registrable Securities shall be included in such Registration Statementregistration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Warrant SharesRegistrable Securities, Hyde Registrable Securities or Oracle Registrable Securities; provided, however, that that, in either case, except as set forth below, if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares Registrable Securities intended to be offered by the holders Holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company). (b) If, at any time when there is not an effective registration statement covering the Registrable Shares, the Company is required to prepare and file with the Commission a registration statement pursuant to the Hyde Registration Rights Agreement or the Oracle Registration Rights Agreement, then the Company shall send to each Holder of Registrable Securities written notice of such requirement and, if within thirty (30) days after receipt of such notice, any such Holder shall so request in writing (which request shall specify the number of Registrable Securities intended to be disposed of by the Holders), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered. The Company shall include in such registration statement all or any part of the Registrable Securities which a Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2(b) that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten public offering, if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommend inclusion in such registration statement of fewer or none of the Registrable Securities, then the number of Registrable Securities included in such registration statement shall be reduced in accordance with the Hyde Registration Rights Agreement or the Oracle Registration Rights Agreement, as applicable.