Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person.

Piggyback Registration Rights. (a) If If, at any time after the Mandatory Registration Termination Date, the Company has registered or has determined proposes to register any of its securities for its own account Common Stock under the Securities Act, whether as a result of a primary or for the account secondary offering of Common Stock or pursuant to registration rights granted to holders of other security holders securities of the Company (but excluding in all cases any registrations to be effected on any registration form (other than Form Forms S-4 or S-8 or a other applicable successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”Forms), the Company will shall, each such time, give to the Holders Investors holding Registrable Shares written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received any such Investor given within 10 20 days after delivery the giving of any such notice by the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect use reasonable efforts to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed cause to be included in such registration exceeds the Maximum Number Registrable Shares of Sharessuch selling Investor, to the Company shall include in such registration: extent requested to be registered; provided that (i) firstthe number of Registrable Shares proposed to be sold by such selling Investor is equal to at least seventy-five percent (75%) of the total number of Registrable Shares then held by such participating selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such selling Investor's Registrable Shares (without any reduction in the number of shares to be sold for the account of the Company or such party exercising demand registration rights) is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock and other securities that offered, in which case the Company proposed to sell; (iirights of such selling Investor shall be as provided in Section 4(b) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personhereof.

Piggyback Registration Rights. (a) If the Company at any time from the Company has registered or has determined ate of the issuance of this Option through the Expiration Date, proposes to register any of its securities under the ecurities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 and any successor fxxxx xxxxeto), each such time it will give written notice to such effect to the Optionee at least 30 days prior to such filing. Upon the written request of the Optionee received by the Company on within 20 days after the giving of any registration form (other than Form S-4 or S-8 or a successor form, or such notice by the Company to register any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion shares of the Registrable Securities (a “Piggyback Registration”)Common Stock, the Company will give cause the Holders written notice thereof promptly (but in no event less than 15 days prior shares of Common Stock as to the anticipated filing date) and, subject to this Section 2.02, which registration shall include in such registration all Registrable Securities have been so requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of securities to be covered by the applicable Holder with respect registration statement proposed to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of be filed by the Company, and all to the managing underwriters advise extent required to permit the Company and sale or other disposition by the Investor Representative that in their reasonable opinion the number Optionee of such shares of Company Common Stock and other securities proposed so registered. Notwithstanding the foregoing, in the event that any registration pursuant to be included this Section 7 shall be, in such registration exceeds the Maximum Number whole or in part, an underwritten public offering of Shares, the Company shall include in such registration: (i) firstCommon Stock, the number of shares of Company Common Stock to be included in such an underwriting may be reduced (pro rata among the requesting Optionees) and the other securities that the Company proposed to sell; selling stockholders (ii) second, based upon the number of shares of Company Common Stock and other Registrable Securities requested to be included therein registered by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on them) if and to the basis extent that the managing underwriter shall be of the aggregate good faith opinion that such inclusion would adversely affect the success of such an underwriting, provided, that such number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested shall not be reduced if any shares of Common Stock are to be included by each in such Holder; and (iii) third, underwriting for the account of any person other than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to file a registration statement for the resale of the shares underlying this Option not included in such underwritten offering within ninety (90) days of the date that the underwritten offering is declared effective by the Securities and Exchange Commission. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 7 without thereby incurring any liability to the Optionees of shares of Common Stock and other securities that have been requested to be so included by any other personStock.

Piggyback Registration Rights. (a) If If, at any time after July 1, 1999 ----------------------------- and expiring July 1, 2004, the Company has registered or has determined proposes to register any of its securities under the Securities Act of 1933, as amended ("Act") (except for its own account registrations on Forms S-8 or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”their equivalent), the Company it will give the Holders written notice thereof promptly by registered mail, at least thirty (but in no event less than 15 30) days prior to the anticipated filing dateof each such registration statement, to Holder of its intention to do so. If Holder notifies the Company within twenty (20) and, subject days after receipt of any such notice of its desire to include any such shares of Common Stock issuable upon exercise of this Section 2.02, shall include Warrant in such proposed registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holderstatement, the Company shall include as a selling security holder in afford Holder the applicable Registration Statement opportunity to have any Designated Secured Lender such shares of Common Stock registered under such registration statement at the applicable Holder with respect Company's sole cost and expense. These rights may be exercised at any time on an unlimited number of occasions prior to the Registrable Securities of the applicable HolderJuly 1, 2004, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf the absolute discretion of any underwriter of the Company's securities requesting that the shares of Common Stock held by the Holder not be sold for a period not to exceed 180 days from the effective date of the Company's initial underwritten public offering. If the underwriter believes that the total amount of securities sought to be registered by the Holder and any other holder of similar rights exceeds the amount of securities that the underwriter deems advisable to include in the offering, and only the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the pro rata number of shares of Company Common Stock requested by the Holder with all other holders of shares of Common Stock requesting registration pursuant to piggyback registration rights, if any, shall be so registerable. If the Company files a registration statement on Form S-8 and other securities proposed to this Warrant may be included in such registration exceeds registered under the Maximum Number of SharesAct at that time, the Company shall agrees to include the Warrant and Common Shares in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person.

Piggyback Registration Rights. (a) If Subject to the last sentence of this Section 5.2, at any time after a Business Combination, if the Company has registered or has determined shall determine to register proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities for by it or any of its own account or for the account of other security holders of the Company on any registration form (other than a registration statement on Form S-4 X-0, X-0 or S-8 or a successor other limited purpose form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior of its determination to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to Subscriber or its nominee(s). Upon the written request of one or more Holders received from a Subscriber, within 10 15 days after delivery receipt of any such notice from the Company’s notice. If requested by any Holder, the Company shall include will, except as a selling security holder in the applicable Registration Statement any Designated Secured Lender herein provided, cause all of the applicable Holder with respect to the Registrable Securities of covered by such request (the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of "REQUESTED STOCK") held by such Subscriber making such request (the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed "REQUESTING HOLDERS") to be included in such registration exceeds statement (each, a "PIGGY-BACK REGISTRATION"), all to the Maximum Number extent requisite to permit the sale or other disposition by the prospective seller or sellers of Sharesthe Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 5.2 shall be underwritten in whole or in part, the Company shall include may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such registration: (i) firstevent, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Company Common Requested Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested otherwise to be included therein in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all Holders other holders of registration rights who have requested registration inclusion of Registrable Securities their securities or excluded in accordance with this Section 2.02(a), pro rata on their entirety if so required by the basis underwriter. To the extent only a portion of the aggregate number of Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the Registration Statement covering the shares of Common Stock represented (including upon acquired by the Subscribers prior to this Offering may be exercised, the exercise or conversion) by and procedural provisions of such agreement, rather than the provisions of Sections 5.2, 5.3 and 5.4 hereof, shall govern the Registrable Securities requested with respect to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personPiggy-Back Registration.

Piggyback Registration Rights. (a) If If, at any time after the Mandatory Registration Termination Date, the Company has registered or has determined proposes to register any of its securities for its own account Common Stock under the Securities Act, whether as a result of a primary or for the account secondary offering of Common Stock or pursuant to registration rights granted to holders of other security holders securities of the Company (whether as a demand registration right or a Form S-3 registration right, but excluding in all cases any registrations to be effected on any registration form (other than Form Forms S-4 or S-8 or a other applicable successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”Forms), the Company will shall, each such time, give to the Holders Investors holding Registrable Shares written notice thereof promptly of its intent to do so. If, within twenty (but in no event less than 15 20) days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in of giving such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall receive from an Investor a written request to include as a selling security holder its Registrable Shares in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holdersuch registration, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their shall use commercially reasonable opinion the number of shares of Company Common Stock and other securities proposed efforts to cause to be included in such registration exceeds the Maximum Number Registrable Shares of Sharessuch selling Investor, to the Company shall include in such registration: extent requested to be registered; provided, however, that (i) firstthe number of Registrable Shares proposed to be sold by such selling Investor will be at least ten percent (10%) of the total number of Registrable Shares then held by such participating selling Investor (or a lesser percentage if the gross proceeds to the selling Investor resulting from the sale of such Registrable Shares will equal at least $2,000,000), (ii) such selling Investor may not include its Registrable Shares in such registration if the Investor can sell all such Registrable Shares pursuant to Rule 144 within a given three-month period without volume limitation and without compliance with the registration requirements of the Securities Act, (iii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register and (iv) in the event (x) the registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising registration rights pursuant to any other agreement with the Company and (y) the proposed managing underwriter advises the Company that in its opinion the inclusion of such selling Investor's Registrable Shares (without any reduction in the number of shares to be sold for the account of the Company or such party exercising registration rights) is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock and other securities that offered, then the Company proposed to sell; (iirights of such selling Investor shall be as provided in Section 5(b) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personhereof.

Piggyback Registration Rights. (a) If at any time So long as the Holders hold Registrable Securities, if the Company has registered proposes or has determined is required to register any file with the SEC a registration statement (the "Piggyback Registration Statement") under the Securities Act in connection with an Underwritten Offering of its securities for its own account or for the account of other security holders of the Company on any registration form Common Stock (other than Form S-4 or S-8 or a successor form, or any other registration statement on a form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits that does not permit the inclusion therein of the Registrable Securities (a “Piggyback Registration”Securities), the Company will each such time give the Holders prompt written notice thereof promptly (but in no event less than 15 days prior of its intention to the anticipated filing date) and, subject do so to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to each Holder. Upon the written request of one or more Holders received any Holder given within 10 days after the delivery or mailing of such notice by the Company, the Company will use reasonable best efforts to include in such Piggyback Registration Statement that number of the Company’s noticeRegistrable Securities specified by Holder in such written request (subject to the limitations set forth in this Section 2.2(a) and in Section 2.2(b) below) (the "Requested Shares") so as to permit the public sale of such Requested Shares; provided that if the managing underwriter or underwriters of such Underwritten Offering advise the Company that marketing factors require a limit on the number of shares to be underwritten, the Company may (subject to the limitations set forth in the following sentence and based on the written recommendation of the underwriter) exclude or limit the number of Requested Shares to be sold pursuant to such Piggyback Registration Statement. If requested by any HolderIn such event, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable so advise each requesting Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock Requested Shares and other securities proposed shares ("Other Shares") requested to be included in such registration exceeds the Maximum Number Piggyback Registration Statement and underwriting by other persons or entities that are then stockholders of Shares, the Company shall include in such registration: (i) first"Other Holders"), the number of after providing for all shares of Company Common Stock and other securities that the Company proposed proposes to sell; (ii) secondoffer and sell for its own account, shall be allocated among the number of shares of Company Common Stock Requesting Holders and other Registrable Securities requested to be included therein by all Other Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of (i) the number of Requested Shares then held by the requesting Holders, and (ii) the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) Other Shares then held by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personOther Holders.

Piggyback Registration Rights. (a) If at any time the The Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or covenants and agrees with Strasbourger and any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion Holders or subsequent Holders of the Registrable Securities that if, at any time within the period commencing one year and ending five years after the Effective Date, it proposes to file a Registration Statement or Offering Statement with respect to any class of security (other than in connection with an offering to the Company's employees) under the Act in a “Piggyback Registration”)primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and the registration form or Offering Statement to be used may be used for registration of the Registrable Securities, the Company will give the Holders prompt written notice thereof promptly (but which, in no event less the case of a Registration Statement or notification pursuant to the exercise of demand registration rights other than 15 those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise, in any event, shall be at least 45 days prior to such filing) to, the anticipated filing dateHolders of Registrable Securities (regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 10(a) and, subject of this Agreement) at the addresses appearing on the records of the Company of its intention to this Section 2.02, shall file a Registration Statement or Offering Statement and will offer to include in such registration all statement or Offering Statement to the maximum extent possible, and limited, in the case of a Regulation A offering, to the amount of the available exemption, subject to sub-paragraphs (i) and (ii) of this paragraph (b), such number of Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to which the Registrable Securities Company has received written requests for inclusion therein within ten (10) days after the giving of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of notice by the Company, and . All registrations requested pursuant to this Section 10(b) are referred to herein as "Piggyback Registrations." All Piggyback Registrations pursuant to this Section 10(b) will be made solely at the managing underwriters advise Company's expense. This paragraph is not applicable to a Registration Statement filed by the Company and with the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata Commission on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise Forms S-4 or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, S-8 or any other shares of Company Common Stock and other securities that have been requested to be so included by any other personsuccessor forms.

Piggyback Registration Rights. (a) If at any time The Company covenants and agrees with the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or Placement Agent and any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion Holders or subsequent Holders of the Registrable Securities (that if, at any time within the period commencing on the Issue Date and ending five years after the Issue Date, it proposes to file a “Piggyback Registration”)registration statement or Offering Statement with respect to any class of equity or equity-related security under the Securities Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and the registration form or Offering Statement to be used may be used for registration of the Registrable Securities other than on Form S-8 or Form S-4 or their then equivalents, the Company will give the Holders prompt written notice thereof promptly (but which, in no event less the case of a registration statement or notification pursuant to the exercise of demand registration rights other than 15 those provided in Section 8(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 30 days prior to such filing) to the anticipated filing dateHolders of Registrable Securities (regardless of whether some of the Holders shall have therefore availed themselves of the right provided in Section 8(a) and, subject of this Agreement) at the addresses appearing on the records of the Company of its intention to this Section 2.02, shall file a registration statement or Offering Statement and will offer to include in such registration statement or Offering Statement all but not less than 20% of the Registrable Securities requested to be included therein pursuant and limited, in the case of a Regulation A offering, to the written request of one or more Holders received within 10 days after delivery amount of the Company’s notice. If requested by any Holderavailable exemption, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender subject to paragraphs (i) and (ii) of the applicable Holder this paragraph (b), such number of Registrable Securities with respect to which the Registrable Securities Company has received written requests for inclusion therein within ten (10) days after the giving of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of notice by the Company, and . All registrations requested pursuant to this paragraph (b) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personCompany's expense.

Piggyback Registration Rights. If (ai) If the Trimaran Group proposes to cause the Company to effect a Qualified Public Offering pursuant to Section 5.2 hereof or (ii) at any time following the consummation of a Qualified Public Offering the Company has registered proposes to effect a Registration, whether or has determined to register any of its securities not for sale for its own account and (subject to the provisions of Section 7.1 above) whether or for not pursuant to the account exercise of other security holders any of the Company on any demand registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are rights referred to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)in Section 7.1 hereof, the Company will each such time, subject to the provisions of Sections 7.1 and 7.2(c), give the Holders prompt written notice thereof promptly to all Stockholders (but in no event less than 15 and such other Persons granted such piggyback registration rights) of record of Registrable Securities of its intention to do so and of the rights under this Article VII of such Stockholder (and such other Persons granted such piggyback registration rights), at least ten (10) days prior to the anticipated filing datedate of the registration statement relating to such Registration; provided that Stockholders holding vested Options (including Exchange Options) and, subject may not register any Options pursuant to this Section 2.02, Article VII but Holders may exercise “piggyback registration rights” under this Article VII with respect to any shares of Company Stock received by such Person upon the exercise of Options prior to the applicable Registration. Such notice shall offer all such Stockholders (and such other Persons granted such piggyback registration rights) the opportunity to include in such registration all statement such number of Registrable Securities requested to be included therein pursuant to as each such Stockholder may request. Upon the written request of one any such Stockholder (or more Holders received such other Persons granted such piggyback registration rights) made within 10 ten (10) days after delivery the receipt of the Company’s notice. If requested notice (which request shall specify the number of Registrable Securities intended to be disposed of by any Holdersuch Stockholder), the Company shall include as a selling security holder will use its best efforts to effect the Registration under the Securities Act and the qualification under any applicable state securities or blue sky laws of all Registrable Securities which the Company has been so requested to register by the Stockholders thereof, to the extent required to permit the disposition (in the applicable Registration Statement any Designated Secured Lender accordance with such intended methods thereof) of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities so requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a)registered; provided, pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person.that:

Piggyback Registration Rights. For a period of twenty-four (a24) If at any time months following the Closing Date, if the Company has registered or has determined proposes to register file a registration statement with respect to any class of its equity securities for its own account or and included in such registration statement are securities held for the account of other security one or more holders of securities of the Company Company, but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the 1933 Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the Conversion Shares), then the Company shall in each case give written notice of the proposed filing to Buyer at least twenty (other than Form S-4 20) business days before the anticipated filing date of the registration statement by the Company, which the Company notice must offer to Buyer the opportunity to have any or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are Conversion Shares included in that registration statement. If Buyer wishes to be used to finance have any publicly-announced acquisitionof those Conversion Shares or any shares of Common Stock held by the Buyer registered under this Section 9(b), Buyer must so advise the Company in writing within ten (10) which permits business days after the inclusion date of his receipt of that notice, specifying how many of the Registrable Securities (Conversion Shares it wishes to have so registered, and the Company shall include in that registration statement all Conversion Shares or shares of Common Stock that Buyer has requested be included therein subject to the provisions of the next sentence. Notwithstanding the foregoing, if the underwriter for the offering being registered shall determine and advise the Company in writing that marketing factors require a “Piggyback Registration”)limitation in the number of securities that can be sold in the offering, then the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities the securities requested to be included therein pursuant to pro rata among all holders with such piggyback rights on the written request basis of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of securities requested to be included by such holders; provided that no shares of Company Common Stock and other securities proposed to any executive officers of directors shall be included in such registration exceeds statement unless all of the Maximum Number Holder’s shares are included and provided, further that if any shares of Sharesany holders with piggyback rights are included then the Holder shall be entitled to register at least twenty-five percent (25%) of its Conversion Shares or shares of Common Stock. In furtherance and not in limitation of the foregoing, the Company Buyer shall include in have no rights pursuant to this Article 9 at such registration: (i) first, time as all of the number of shares of Company Common Stock Buyer’s Conversion Shares may be sold without limitation pursuant to Rule 144 and other securities that without any requirements applicable to the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personas current public information requirements.

Piggyback Registration Rights. (a) If If, at any time following the earlier of the Closing Date or the termination of the Merger Agreement in accordance with its terms, the Investor Beneficially Owns any Registrable Shares and the Company has registered or has determined intends to register any of its securities for its own account or for the account of other security holders shares of the Company Common Stock under the Securities Act by filing a registration statement or prospectus supplement on any a form and in a manner that would permit registration form of such shares of the Company Common Stock for sale to the public under the Securities Act (other than any registration of shares of the Company Common Stock on Form S-4 or S-8 or a successor form, any similar forms or any other form if substantially all of successor forms thereto), then the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits Company shall provide a written notice (the inclusion of the Registrable Securities (a “Piggyback RegistrationNotice”)) to the Investor of such intention at least five (5) Business Days (provided that if the Company determines that a shorter notice period is required to avail itself of favorable market conditions, the Company will give shall provide the Holders written notice thereof promptly (but in Investor with no event less than 15 days two (2) Business Days’ notice) prior to any filing of such registration statement or prospectus supplement, as applicable, which Piggyback Notice shall offer the anticipated filing date) and, subject Investor an opportunity to this Section 2.02, shall include in such registration statement all or a portion of the Registrable Securities requested to be included therein pursuant Shares Beneficially Owned by the Investor on the terms and conditions (including any underwriting lock-ups and other restrictions) of the proposed offering. The Investor shall, to the written request extent it is so permitted under the terms of one or more Holders received within 10 days the Agreement, have a reasonable period under the circumstances (that shall be determined in good faith by the Company, based on market conditions) after delivery of the Piggyback Notice to notify the Company in writing that the Investor agrees to the terms and conditions of the proposed offering and elects to include all or a portion of the Registrable Shares in such offering, specifying the amount of the Registrable Shares to be included. Notwithstanding anything to the contrary contained in this paragraph (d), (i) the Investor shall not be entitled to elect to include any Registrable Shares in the Company’s notice. If requested offering pursuant to this paragraph (d) until it furnishes the information required by any Holderparagraph (f) and unless it is permitted to Transfer under Section 4.1 of the Agreement the Registrable Shares which the Investor requests to include in the Company’s offering, (ii) the Company shall have the right to terminate or withdraw any registration initiated by it prior to the effectiveness of such registration whether or not the Investor has elected to include as all or a selling security holder in the applicable Registration Statement any Designated Secured Lender portion of the applicable Holder with respect Registrable Shares in such registration, and (iii) if the registration contemplated by the Piggyback Notice is an underwritten registration, and to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and extent the managing underwriters thereof in good faith advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed Registrable Shares elected to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of would cause the aggregate number of shares of the Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested offered to be so included by any other persongreater than that which can be sold in an orderly manner in such offering within a price range acceptable to the Company, then the Company shall not be required to include in such offering such Registrable Shares.

Piggyback Registration Rights. (ai) If at any time Without limiting the obligations of the Company has registered or has determined pursuant to Section 2(a) above, 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 proposes to register any of its securities Common Stock or any other shares of common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account or for account, it will each such time, give prompt written notice at least 20 days prior to the account of other security holders anticipated filing date of the 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 Registrable Securities as the Investors may request. Upon the written request of an Investor made within 10 days after the receipt of notice from the Company on any registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all which request shall specify the number of the proceeds thereof are Registrable Securities intended to be used disposed of by such Investors), the Company will use all reasonable commercial efforts to finance any publicly-announced acquisition) which permits effect the inclusion registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; 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 Common Stock pursuant to this Section 2(b) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Common Stock, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company’s obligations under this Section 2(b) shall terminate on the date that the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission. (ii) If a registration pursuant to this Section 2(b) involves a Public Offering and the managing underwriter thereof advises the Company that, in its view, the number of shares of Common Stock, if any, or other shares of Common Stock that the Company and the Investors 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 a material adverse effect on such Public Offering (the “Piggyback RegistrationMaximum Offering Size”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration only that number of shares of Common Stock which does not exceed the Maximum Offering Size, in the following order of priorities: (1) first, all Registrable Securities 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 by reason of demand registration rights, and (3) third, the securities requested to be included therein pursuant registered by other holders of securities entitled to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder participate in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holderregistration, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering drawn from them pro-rata based on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed each has requested to be included in such registration exceeds and the Maximum Number Investors pursuant to this Exhibit III. If as a result of Sharesthe proration provisions of this Section 2(b), 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 shall include in have no obligations under this Section 2(b) hereof at any time that such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested are the subject of an effective registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personstatement.

Piggyback Registration Rights. (a) If at any time The Company covenants and agrees with the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or Representatives and any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion Holders or subsequent Holders of the Registrable Securities that if, at any time within the period commencing one (1) year and ending five (5) years after the Effective Date, it proposes to file a “Piggyback Registration”)registration statement with respect to any class of equity or equity-related security (other than in connection with an offering to the Company's employees or in connection with an acquisition, merger or similar transaction) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and the registration form to be used may be used for registration of the Registrable Securities, the Company will give the Holders prompt written notice thereof promptly (but which, in no event less the case of a registration statement or notification pursuant to the exercise of demand registration rights other than 15 those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, at least 30 days prior to such filing) to the anticipated filing dateHolders of Registrable Securities (regardless whether some of the Holders have theretofore availed themselves of the right provided in Section 10(a) and, subject of this Agreement) at the addresses appearing on the records of the Company of its intention to this Section 2.02, shall file a registration statement and will offer to include in such registration all statement any of the Registrable Securities, subject to paragraphs (i) and (ii) of this paragraph (b), such number of Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to which the Registrable Securities Company has received written requests for inclusion therein within twenty (20) days after the giving of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of notice by the Company, and the managing underwriters advise . All registrations requested pursuant to this paragraph (b) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personexpense.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined proposes to register for sale its common stock (other than a registration on Form S-4 or Form S-8, registrations relating solely to dividend investment plans, or any successor or similar forms), the Company shall give written notice (the “Piggyback Notice”) at least twenty (20) days prior to such proposed registration to the Holder of the Company’s intention to do so, of the registration form that has been selected by the Company and of the Holder’s rights under this Article 3.3. Upon the written request of the Holder made within ten (10) days after receipt of the Piggyback Notice (which request shall specify the number of Shares the Holder wishes to include in such registration), the Company will use its reasonable best efforts to include, and to cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the securities for its own account or for the account of other security holders of the Company on any included in such offering, all shares of common stock that the Holder has validly requested be included pursuant to such notice (each such registration form (other than Form S-4 or S-8 or a successor formpursuant to this Article 3.3, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), ) and the Company will give shall keep such registration statement in effect and maintain compliance with each federal and state law or regulation for the Holders written notice thereof promptly period necessary for such Holder to effect the proposed sale or other disposition (but in no event less for a period greater than 15 days ninety (90) days); provided that if at any time after giving a Piggyback Notice and prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery effective date of the Company’s notice. If requested by any Holderregistration statement filed in connection with such registration, the Company shall include as a selling security holder in determine for any reason not to register such securities, the applicable Registration Statement Company may, at its election, give written notice of such determination to the Holder and, thereupon, shall be relieved of its obligation to register any Designated Secured Lender of the applicable Holder common stock in connection with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Companysuch abandoned registration, and the managing underwriters advise in case of a determination by the Company and the Investor Representative that in their reasonable opinion the number to delay registration of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Sharesits equity securities, the Company shall include in such registration: (i) first, be permitted to delay the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities the common stock for the same period as the delay in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each registering such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personequity securities.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined proposes to register in an underwritten offering any of its securities shares of Common Stock under the Securities Act for its own account or for sale to the account of other security holders of the Company on any registration form public (other than Form S-4 or S-8 a registration effected solely to implement an employee benefit plan or a successor formtransaction to which Rule 145 of the Securities Act is applicable, or any other a registration statement on Form X-0, X-0 or another form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of not available for registering the Registrable Securities (a “Piggyback Registration”for sale to the public, or in connection with an Underwritten Demand Statement), each such time it will give written notice to each Holder. Upon the written request of any of such Holders, given within 10 Business Days after receipt by such Person of such notice, the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) andshall, subject to the limits contained in this Section 2.026, shall include in such registration use its commercially reasonable efforts to cause all Registrable Securities requested by such Holders to be included therein pursuant registered under the Securities Act and qualified for sale under any state securities or “blue sky” law, to the written request extent required to permit the sale of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the their Registrable Securities of the applicable Holderin such underwritten public offering; provided, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Companyhowever, and that if the managing underwriter or underwriters advise the Company and the Investor Representative of such offering reasonably determine in writing that in their reasonable opinion the number of shares securities sought to be offered should be limited due to market conditions, then the number of Company Common Stock and other securities proposed to be included in such registration exceeds underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter or underwriters; provided, however, that securities shall be excluded in the Maximum Number of Shares, the Company shall include in such registrationfollowing sequence: (i) first, the number of shares of Company Common Stock and other securities that held by any stockholders not having rights to include such shares in the Company proposed to sellunderwritten public offering; (ii) second, the number of shares of Company Common Stock and held by stockholders having contractual, incidental “piggy back” rights to include such shares in the underwritten public offering other than Registrable Securities requested to be included therein by all Holders who have requested registration of and Prior Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such HolderSecurities; and (iii) third, Registrable Securities and Prior Registrable Securities; and (iv) fourth, shares of Common Stock sought to be registered by the Company for its own account. If there is a reduction of some but not all of the number of shares pursuant to clauses (i) through (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of securities held by the holders in the applicable category and subject to the priorities set forth in the preceding sentence). Additionally, the Company shall not be required to register any Registrable Securities pursuant to this Section 6 unless the Holders of such Registrable Securities accept the terms of the underwriting agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters). All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any other shares of Company Common Stock and other stockholders proposing to distribute their securities that have been requested to be so included by any other personthrough such underwriting) enter into an underwriting agreement in customary form with the underwriters.

Piggyback Registration Rights. (a) If Subject to Sections 5.14 and 15.5, at any time following the Company has registered or has determined Closing, whenever the Purchaser proposes to register any of its securities DocuNet Common Stock for its own or others' account or under the Securities Act for the account of a public offering, other security holders than (i) any shelf registration of the Company on any registration form DocuNet Common Stock; (other than Form S-4 or S-8 or a successor form, or any other form if substantially all ii) registrations of the proceeds thereof are shares to be used as consideration for acquisitions of additional businesses by the Purchaser; and (iii) registrations relating to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)employee benefit plans, the Company will Purchaser shall give the Holders Seller prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received the Seller given within 10 30 days after delivery receipt of the Company’s such notice. If requested by any Holder, the Company Purchaser shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed cause to be included in such registration exceeds all of the Maximum Number DocuNet Common Stock which any the Seller requests. However, if the Purchaser is advised in writing in good faith by any managing underwriter of Shares, an underwritten offering of the Company shall include in such registration: (i) first, securities being offered pursuant to any registration statement under this Section 15.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of Company Common Stock and other securities that such shares which can be offered without adversely affecting the Company proposed to sell; (ii) secondoffering, the Purchaser may reduce pro rata the number of shares offered for the accounts of Company Common Stock such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be sold by persons other than the Purchaser, the Seller, the Founding Companies, the stockholders of the Founding Companies and other Registrable Securities requested stockholders (the "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be included therein sold by all Holders who have requested registration the Sellers, the Founding Companies, the stockholders of Registrable Securities in accordance with this Section 2.02(a)the Founding Companies and the Other Stockholders, pro rata on based upon the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) held by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personpersons.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined Savvis proposes to register any of its securities common stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders of the Company on any registration form or both (other than a registration on Form S-4 or Form S-8 promulgated under the Securities Act (or a any successor form, forms thereto) or any other form if substantially all of not available for registering the proceeds thereof are Restricted Stock for sale to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”public), the Company it will give the Holders written notice thereof promptly (but in no event less than 15 days prior each such notice a "Piggyback Notice") at such time to the anticipated filing dateReuters of its intention to do so. Subject to paragraph (j) andbelow, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to upon the written request of one or more Holders received Reuters, given within 10 30 days after delivery receipt by such holder of the Company’s notice. If requested by Piggyback Notice, to register any Holderof its Restricted Stock (which request shall state the amount of Restricted Stock to be so registered and the intended method of disposition thereof), Savvis will use its reasonable best efforts to cause the Company Restricted Stock, as to which registration shall include as a selling security holder have been so requested, to be included in the applicable Registration Statement any Designated Secured Lender of securities to be covered by the applicable Holder with respect registration statement proposed to be filed by Savvis, all to the Registrable Securities extent requisite to permit the sale or other disposition by Reuters (in accordance with its written request) of such Restricted Stock so registered; provided, nothing herein shall prevent Savvis from abandoning or delaying such registration at any time. In the event that any registration referred to in this paragraph (d) shall be, in whole or in part, an underwritten public offering of common stock of Savvis, any request by Reuters pursuant to this paragraph (d) to register Restricted Stock shall specify either that (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Savvis common stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable Holder, subject to Section 3.04offerings of common stock in reasonably similar circumstances. If a Piggyback Registration is initiated as a primary The number of shares of Restricted Stock to be included in such an underwritten offering may be reduced (pro rata among all requesting stockholders based on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number common stock of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities Savvis so requested to be included therein by all Holders who have requested registration registered) if, and to the extent that the managing underwriter of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis such offering shall be of the aggregate number good faith opinion that, such inclusion would adversely affect the marketing (including, without limitation, the offering price) of shares of Company Common Stock represented (including upon exercise the securities to be sold by Savvis therein, or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have security holders for whose benefit the registration statements has been requested to be so included by any other personfiled.

Piggyback Registration Rights. (a) If the Company at any time from the Company has registered or has determined date of the issuance of the Option through the Expiration Date, proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 and any successor forxx xxxxxxo), each such time it will give written notice to such effect to the Optionee at least 30 days prior to such filing. Upon the written request of the Optionee received by the Company on within 20 days after the giving of any registration form (other than Form S-4 or S-8 or a successor form, or such notice by the Company to register any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion shares of the Registrable Securities (a “Piggyback Registration”)Common Stock, the Company will give cause the Holders written notice thereof promptly (but shares of Common Stock as to which registration shall have been so requested to be Included in no event less than 15 days prior the securities to be covered by the registration statement proposed to be filed by the Company, all to the anticipated filing date) andextent required to permit the sale or other disposition by the Optionee of such shares of Common Stock so registered. Notwithstanding the foregoing, subject in the event that any registration pursuant to this Section 2.027 shall be, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request whole or in part, an underwritten public offering of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) firstStock, the number of shares of Company Common Stock to be included in such an underwriting may be reduced (pro rata among the requesting Optionees) and the other securities that the Company proposed to sell; selling stockholders (ii) second, based upon the number of shares of Company Common Stock and other Registrable Securities requested to be included therein registered by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on them) if and to the basis extent that the managing underwriter shall be of the aggregate good faith opinion that such inclusion would adversely affect the success of such an underwriting, provided, that such number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested shall not be reduced if any shares of Common Stock are to be included by each in such Holder; and (iii) third, underwriting for the account of any person other than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to file a registration statement for the resale of the shares underlying this Option not included in such underwritten offering within ninety (90) days of the date that the underwritten offering is declared effective by the Securities and Exchange Commission. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 7 without thereby incurring any liability to the Optionees of shares of Common Stock and other securities that have been requested to be so included by any other personStock.

Piggyback Registration Rights. (ai) If at any time Without limiting the Company has registered or has determined obligations of Holdings pursuant to Section 2(a) above, until such date as the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission, if Holdings proposes to register any of its securities Holdings Common Stock or any other shares of capital stock of Holdings under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Holdings Common Stock or any other shares of common stock of Holdings issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of Holdings or (C) in connection with a direct or indirect acquisition by Holdings of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor formaccount, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)it will each such time, the Company will give the Holders prompt written notice thereof promptly (but in no event less than 15 at least 20 days prior to the anticipated filing date) anddate of the registration statement relating to such registration to the Investors, subject to which notice shall set forth such Investors' rights under this Section 2.02, 2(c) and shall offer the Investors the opportunity to include in such registration all statement such number of Registrable Securities requested to be included therein pursuant to as the Investors may request. Upon the written request of one or more Holders received an Investor made within 10 days after delivery the receipt of notice from Holdings (which request shall specify the Company’s notice. If number of Registrable Securities intended to be disposed of by such Investors), Holdings will use all reasonable commercial efforts to effect the registration under the Securities Act of all Registrable Securities that Holdings has been so requested to register by any Holderthe Investors, to the Company shall include as a selling security holder in extent requisite to permit the applicable Registration Statement any Designated Secured Lender disposition of the applicable Holder with respect to the Registrable Securities to be so registered; 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 Holdings and (B) if, at any time after giving written notice of its intention to register any Holdings Common Stock pursuant to this Section 2(b) and prior to the effective date of the applicable Holderregistration statement filed in connection with such registration, subject Holdings shall determine for any reason not to register such Holdings Common Stock, Holdings shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 3.042(b) shall terminate on the date that the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission. If a Piggyback Registration is initiated as registration pursuant to this Section 2(b) involves a primary underwritten offering on behalf of the Company, Public Offering and the managing underwriters advise the Company and the Investor Representative that underwriter thereof advises Holdings that, in their reasonable opinion its view, the number of shares of Company Holdings Common Stock, if any, or other shares of Holdings Common Stock that Holdings and the Investors intend to include in such registration exceeds the largest number of shares of Holdings Common Stock (including any other shares of Holdings Common Stock or warrants of Holdings) that can be sold without having a material adverse effect on such Public Offering (the "Maximum Offering Size"), Holdings will include in such registration only that number of shares of Holdings Common Stock which does not exceed the Maximum Offering Size, in the following order of priorities: (1) first, all securities Holdings 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 by reason of demand registration rights, and (3) third, the securities requested to be registered by other holders of securities entitled to participate in the registration, drawn from them pro-rata based on the number of shares each has requested to be included in such registration exceeds and the Maximum Number Investors pursuant to this Exhibit D. If as a result of Sharesthe proration provisions of this Section 2(b), the Company shall Investors are not entitled to include all such Registrable Securities in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed such Investors may elect to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested withdraw their request to be included therein by all Holders who have requested registration of include any Registrable Securities in accordance with this Section 2.02(a)such registration. Specifically, pro rata on the basis and not by way of the aggregate number limitation, all of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to shall be included in any Registration Statement filed by each the Company on behalf of investors participating in the Private Placement. Notwithstanding the foregoing, Holdings shall have no obligations under this Section 2(b) hereof at any time that such Holder; and (iii) third, any other shares Registrable Securities are the subject of Company Common Stock and other securities that have been requested to be so included by any other personan effective registration statement.

Piggyback Registration Rights. (ai) If at any time Whenever the Company has registered or has determined proposes to register the offer and sale of any shares of its securities Common Stock under the 1933 Act (other than a registration (i) pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement in existence as of the date hereof) or (ii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of other security holders one or more stockholders of the Company on any registration form (other than Form S-4 or S-8 or a successor formBuyer pursuant to this Agreement and Sirtex Medical US Holdings, or any other form if substantially all Inc., but only to the extent such registration is effectuated pursuant to the registration rights agreement dated as of the proceeds thereof are to be used to finance any publicly-announced acquisitiondate hereof between Sirtex Medical US Holdings, Inc. and the Company) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will shall give the Holders prompt written notice thereof promptly (but in no any event less than at least 15 days prior to the anticipated filing dateof a Registration Statement) andto Buyer of its intention to effect such a registration, subject and such notice shall offer Buyer the opportunity to be included in such registration by notifying the Company in writing within 10 days. Subject to the provisions of this Section 2.022(e), the Company shall include in such registration all Registrable Securities requested by Buyer to be included therein therein. If any Piggyback Registration pursuant to which Buyer has registered the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, offer and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration sale of Registrable Securities in accordance with this Section 2.02(ais conducted using a Shelf Registration Statement (a “Piggyback Shelf Registration Statement”), pro rata on Buyer shall have the basis of right, but not the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested obligation, to be included by each notified of and to participate in any offering under such Holder; and Piggyback Shelf Registration Statement (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other persona “Piggyback Shelf Takedown”).

Piggyback Registration Rights. (ai) If at any time Without limiting the Company has registered or has determined obligations of Holdings pursuant to Section 2(a) above, until such date as the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission, if Holdings proposes to register any of its securities Holdings Common Stock or any other shares of capital stock of Holdings under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Holdings Common Stock or any other shares of common stock of Holdings issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of Holdings or (C) in connection with a direct or indirect acquisition by Holdings of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor formaccount, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)it will each such time, the Company will give the Holders prompt written notice thereof promptly (but in no event less than 15 at least 20 days prior to the anticipated filing date) anddate of the registration statement relating to such registration to the Investors, subject to which notice shall set forth such Investors' rights under this Section 2.02, 2(c) and shall offer the Investors the opportunity to include in such registration all statement such number of Registrable Securities requested to be included therein pursuant to as the Investors may request. Upon the written request of one or more Holders received an Investor made within 10 days after delivery the receipt of notice from Holdings (which request shall specify the Company’s notice. If number of Registrable Securities intended to be disposed of by such Investors), Holdings will use all reasonable commercial efforts to effect the registration under the Securities Act of all Registrable Securities that Holdings has been so requested to register by any Holderthe Investors, to the Company shall include as a selling security holder in extent requisite to permit the applicable Registration Statement any Designated Secured Lender disposition of the applicable Holder with respect to the Registrable Securities to be so registered; 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 Holdings and (B) if, at any time after giving written notice of its intention to register any Holdings Common Stock pursuant to this Section 2(b) and prior to the effective date of the applicable Holderregistration statement filed in connection with such registration, subject Holdings shall determine for any reason not to register such Holdings Common Stock, Holdings shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 3.042(b) shall terminate on the date that the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission. If a Piggyback Registration is initiated as registration pursuant to this Section 2(b) involves a primary underwritten offering on behalf of the Company, Public Offering and the managing underwriters advise the Company and the Investor Representative that underwriter thereof advises Holdings that, in their reasonable opinion its view, the number of shares of Company Holdings Common Stock, if any, or other shares of Holdings Common Stock that Holdings and the Investors intend to include in such registration exceeds the largest number of shares of Holdings Common Stock (including any other shares of Holdings Common Stock or warrants of Holdings) that can be sold without having a material adverse effect on such Public Offering (the "Maximum Offering Size"), Holdings will include in such registration only that number of shares of Holdings Common Stock which does not exceed the Maximum Offering Size, in the following order of priorities: (1) first, all securities Holdings 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 by reason of demand registration rights, and (3) third, the securities requested to be registered by other holders of securities entitled to participate in the registration, drawn from them pro-rata based on the number of shares each has requested to be included in such registration exceeds and the Maximum Number Investors pursuant to this Exhibit C. If as a result of Sharesthe proration provisions of this Section 2(b), the Company shall Investors are not entitled to include all such Registrable Securities in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed such Investors may elect to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested withdraw their request to be included therein by all Holders who have requested registration of include any Registrable Securities in accordance with this Section 2.02(a)such registration. Specifically, pro rata on the basis and not by way of the aggregate number limitation, all of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to shall be included in any Registration Statement filed by each the Company on behalf of investors participating in the Private Placement. Notwithstanding the foregoing, Holdings shall have no obligations under this Section 2(b) hereof at any time that such Holder; and (iii) third, any other shares Registrable Securities are the subject of Company Common Stock and other securities that have been requested to be so included by any other personan effective registration statement.

Piggyback Registration Rights. (a) If the Company at any time the Company has registered proposes or has determined is required to register any of its Capital Stock or any other securities under the Securities Act (including pursuant to Section 8.2 hereof), whether or not for sale for its own account account, in a manner that would permit registration of 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 for classes (or type or types) of Registrable Securities to be registered. Upon the account written request of other security holders any Stockholder made within fifteen (15) business days after receipt of the Piggyback Notice by such Person (which request shall specify the number of Registrable Securities intended to be disposed of), subject to the other provisions of this Article V, the Company on shall effect, in connection with the registration of such Capital Stock or other securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register; provided, that in no event shall the Company be required to register pursuant to this Section 8.3 any securities of a class or type other than the classes or types described in the Piggyback Notice. Notwithstanding anything to the contrary contained in this Section 8.3, the Company shall not be required to effect any registration form (other than Form of Registrable Securities under this Section 8.3 incidental to the registration of any of its securities on Forms S-4 or S-8 (or a any similar or successor formform providing for the registration of securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans) or any other form if substantially all of the proceeds thereof are to that would not be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested available for registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personSecurities.

Piggyback Registration Rights. (a) If In the event that the Company at any time the Company has registered proposes or has determined is required to register any of its Capital Stock or any other securities under the Securities Act (including pursuant to Section 5.2 hereof), whether or not for sale for its own account account, in a manner that would permit registration of 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 for classes (or type or types) of Registrable Securities to be registered. Upon the account written request of other security holders any Stockholder made within fifteen (15) business days after receipt of the Piggyback Notice by such Person (which request shall specify the number of Registrable Securities intended to be disposed of), subject to the other provisions of this Article V, the Company on shall effect, in connection with the registration of such Capital Stock or other securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register; provided, that in no event shall the Company be required to register pursuant to this Section 5.3 any securities of a class or type other than the classes or types described in the Piggyback Notice. Notwithstanding anything to the contrary contained in this Section 5.3, the Company shall not be required to effect any registration form (other than Form of Registrable Securities under this Section 5.3 incidental to the registration of any of its securities on Forms S-4 or S-8 (or a any similar or successor formform providing for the registration of securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans) or any other form if substantially all of the proceeds thereof are to that would not be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested available for registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personSecurities.

Piggyback Registration Rights. (a) If Subject to the last sentence of this Section 5.2, at any time after a Business Combination, if the Company has registered or has determined shall determine to register proceed with the actual preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities for by it or any of its own account or for the account of other security holders of the Company on any registration form (other than a registration statement on Form S-4 X-0, X-0 or S-8 or a successor other limited purpose form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior of its determination to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to Subscriber or its nominee(s). Upon the written request from a majority-in-interest of one or more Holders received the Subscribers, within 10 15 days after delivery receipt of any such notice from the Company’s notice. If requested by any Holder, the Company shall include will, except as a selling security holder in the applicable Registration Statement any Designated Secured Lender herein provided, cause all of the applicable Holder with respect to the Registrable Securities of covered by such request (the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of “Requested Stock”) held by the Company, and Subscribers making such request (the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed “Requesting Holders”) to be included in such registration exceeds statement (each, a “Piggy-Back Registration”), all to the Maximum Number extent requisite to permit the sale or other disposition by the prospective seller or sellers of Sharesthe Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 5.2 shall be underwritten in whole or in part, the Company shall include may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such registration: (i) firstevent, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Company Common Requested Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested otherwise to be included therein in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all Holders other holders of registration rights who have requested registration inclusion of Registrable Securities their securities or excluded in accordance with this Section 2.02(a), pro rata on their entirety if so required by the basis underwriter. To the extent only a portion of the aggregate number of Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the Registration Statement covering the shares of Common Stock represented (including upon acquired by the Subscribers prior to this Offering may be exercised, the exercise or conversion) by and procedural provisions of such agreement, rather than the provisions of Sections 5.2, 5.3 and 5.4 hereof, shall govern the Registrable Securities requested with respect to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personPiggy-Back Registration.

Piggyback Registration Rights. (a) If at At any time the Company has registered or has determined before November 14, 2001, whenever Apple proposes to register any of its securities Common Stock for its own account account, or for the account of any other security holders of person holding registration rights, under the Company on any registration form (Securities Act for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on either Form S-1 or Form S-4 or S-8 under the Securities Act (or a successor formto either Form S-1 or Form S-4) (any such offering or issuance being an "Exempt Offering"), or any other form if substantially all Apple will give each Stockholder written notice of the proceeds thereof are its intent to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities do so (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 "Registration Notice") at least 20 days prior to the anticipated filing date) and, subject of the related registration statement with the Commission. Such notice shall specify the approximate date on which Apple proposes to this Section 2.02, file such registration statement and shall include contain a statement that the Stockholders are entitled to participate in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company offering and shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion set forth the number of shares of Company Registrable Common Stock (as hereinafter defined) that represents the best estimate of the lead managing underwriter (or if not known or applicable, Apple) that will be available for sale by the holders of Registrable Common in the proposed offering. If Apple shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and other securities proposed conditions as Apple in the public offering to be included which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 2. Each Stockholder desiring to participate in such registration exceeds offering shall notify Apple no later than ten days following receipt of the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis Registration Notice of the aggregate number of shares of Company Registrable Common that such Stockholder then desires to sell in the offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock represented (including upon exercise or conversion) to be offered and sold by the Registrable Securities requested Apple to be included therein. If the lead managing underwriter selected by each such Holder; and Apple for a public offering (iiior, if the offering is not underwritten, a financial advisor to Apple) third, any other determines that marketing factors require a limitation on the number of shares of Company Registrable Common to be offered and sold in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, PROVIDED that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Common Stock and other securities that have been requested to be offered and sold as aforesaid and so included notifies Apple in writing, the number of shares of Common Stock to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a pro rata basis based on their holdings of Common Stock. Apple shall have the right at any time to reduce the number of shares requested by any other personStockholder to be included in such registration to the extent that Apple reasonably concludes that inclusion of such shares is likely to jeopardize the non-recognition status under the Code of any acquisition transaction consummated pursuant to any of the acquisition agreements entered into by Apple and one of its founding orthodontic practices; PROVIDED that any determination to exclude shares from any such registration pursuant to this provision shall be based on advice of tax counsel to Apple or its independent accountants.

Piggyback Registration Rights. (a) If at any time the Company has registered proposes to file a Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or has determined to register any of its securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of other security holders stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 6.02 hereof) on any a form that would permit registration form (of Registrable Securities, other than Form S-4 a Registration Statement (i) filed in connection with any employee stock option or S-8 other benefit plan, (ii) for an exchange offer or a successor form, or any other form if substantially all offering of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior securities solely to the anticipated filing dateStockholders, (iii) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request for an offering of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration debt that is initiated as a primary underwritten offering on behalf convertible into equity securities of the Company, and the managing underwriters advise (iv) for a dividend reinvestment plan or (v) on Form S-4, then the Company shall give written notice of such proposed filing to all of the Stockholders as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and the Investor Representative that in their reasonable opinion the number type of shares of Company Common Stock and other securities proposed to be included in such registration exceeds offering, the Maximum Number intended method(s) of Sharesdistribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Stockholders the opportunity to register the sale of such number of Registrable Securities as such Stockholders may request in writing within five (5) days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within one (1) Business Day after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that if the Company has been advised by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Stockholders will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall include in not be required to offer such registration: opportunity to the Stockholders or (iB) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other if any Registrable Securities requested to can be included therein by all Holders who have requested registration in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities in accordance with this Section 2.02(a), pro rata to be offered for the accounts of Stockholders shall be determined based on the basis provisions of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personSection 6.03(b).

Piggyback Registration Rights. The Company agrees that if, after the date hereof, the Board shall authorize the filing of a registration statement under the Securities Act (aother than a registration statement (i) If at any time the Company has registered filed in connection with an offering of securities to employees or has determined to register any of its securities for its own account or for the account of other security holders directors of the Company pursuant to any employee stock option or other benefit plan, (ii) filed on any registration form (other than Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing security holders, (iv) for a successor formdividend reinvestment plan, or any (v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other form if substantially similar business transaction that results in all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested shareholders having the right to exchange their common stock for cash, securities or other property of a non-capital raising bona fide business transaction) in connection with the proposed offer of any of its securities by it or any Holdercorporation with which it may combine or merge subsequent to the Offering, the Company shall include as a selling security holder in shall: (A) promptly notify each Purchaser that such registration statement will be filed and that the applicable Registration Statement any Designated Secured Lender of Shares purchased pursuant to this Agreement and then held by such Purchaser (hereinafter the applicable Holder with respect to the “Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to Securities”) will be included in such registration exceeds statement at such Purchaser’s request; (B) cause such registration statement to cover all of such Registrable Securities issued to such Purchaser for which such Purchaser requests inclusion; (C) use reasonable best efforts to cause such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Purchasers to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the Maximum Number period necessary for such Purchasers to promptly effect the proposed sale or other disposition, but no later than the date that, assuming compliance with all of the requirements of Rule 144 promulgated under the Securities Act, the Purchaser would be entitled to sell all the Registrable Securities pursuant to Rule 144 without limitation. If the Purchaser desires to include in such registration statement all or any part of the Registrable Securities held by him/her/it, he/she/it shall, within twenty (20) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Purchaser. If a Purchaser decides not to include all of his/her/its Registrable Securities in any registration statement thereafter filed by the Company, such Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. As used in this Section 9.6, the term “Shares” refers to the purchased Shares, all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which such Purchaser is entitled by reason of such Purchaser’s ownership of the Shares. Notwithstanding the foregoing, Purchasers holding Registrable Securities proposing to distribute their securities through a registration statement that involves an underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering, and satisfy such other, customary terms and conditions as the underwriter or underwriters may reasonably impose. Additionally, the Company shall not be required to include in such registration: (i) first, the number any of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of a Purchaser’s Registrable Securities in accordance with this Section 2.02(asuch underwriting unless such Purchaser accepts the terms of the underwriting as agreed upon between the Company and its underwriter(s), pro rata on and then only in such quantity as the basis underwriter or underwriters in their sole discretion determine will not jeopardize the success of the aggregate number offering by the Company. If the underwriters determine that less than all of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Purchasers in proportion (as nearly as practicable to) the number of Registrable Securities owned by each such Holder; and (iii) third, any Purchaser or in such other shares of Company Common Stock and other securities that have been requested proportions as shall mutually be agreed to be so included by any other personall such selling Purchasers.

Piggyback Registration Rights. (ai) If at any time Without limiting the obligations of the Company has registered or has determined pursuant to Section 2(a) above, 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 proposes to register any of its securities Common Stock or any other shares of common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor formaccount, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)it will each such time, the Company will give the Holders prompt written notice thereof promptly (but in no event less than 15 at least 20 days prior to the anticipated filing date) anddate of the registration statement relating to such registration to the Investors, subject to which notice shall set forth such Investors' rights under this Section 2.02, 2(c) and shall offer the Investors the opportunity to include in such registration all statement such number of Registrable Securities requested to be included therein pursuant to as the Investors may request. Upon the written request of one or more Holders received an Investor made within 10 days after delivery the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), the Company will use all reasonable commercial efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Company’s notice. If requested by Registrable Securities to be so registered; 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 Holdertime after giving written notice of its intention to register any Common Stock pursuant to this Section 2(b) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall include as a selling security holder determine for any reason not to register such Common Stock, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 2(b) shall terminate on the applicable date that the Registration Statement any Designated Secured Lender of to be filed in accordance with Section 2(a) is declared effective by the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04Commission. (ii) If a Piggyback Registration is initiated as registration pursuant to this Section 2(b) involves a primary underwritten offering on behalf of the Company, Public Offering and the managing underwriters advise underwriter thereof advises the Company and the Investor Representative that that, in their reasonable opinion its view, the number of shares of Company Common Stock, if any, or other shares of Common Stock that the Company and the Investors 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 a material 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 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 by reason of demand registration rights, and (3) third, the securities requested to be registered by other holders of securities entitled to participate in the registration, drawn from them pro-rata based on the number of shares each has requested to be included in such registration exceeds and the Maximum Number Investors pursuant to this Exhibit C. If as a result of Sharesthe proration provisions of this Section 2(b), 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 shall include in have no obligations under this Section 2(b) hereof at any time that such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested are the subject of an effective registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personstatement.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined shall ----------------------------- propose to register any shares of its Common Stock (but excluding any shares or securities for its own account being registered pursuant to Form S-8 or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a any successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”thereto), the Company will shall (i) give the Holders Executive written notice, or telegraphic, telecopy or telephonic notice thereof promptly (but in no event less than 15 followed as soon as practicable by written confirmation thereof, of such proposed registration at least 20 business days prior to the anticipated filing date) of such registration statement and, subject to this Section 2.02(ii) upon written notice, shall include in such registration all Registrable Securities requested to be included therein pursuant or telegraphic or telephonic notice followed as soon as practicable by written confirmation thereof, given to the written request of one or more Holders received Company by the Executive within 10 15 days after delivery the giving of such written confirmation or written notice by the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed or cause to be included in any such registration exceeds statement all or such portion of the Maximum Number shares of common stock of the Company owned by Executive (the "Shares") as the Executive may request; provided, however, that the Company may at any time withdraw or cease proceeding -------- ------- with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the Common Stock originally proposed to be registered; and provided further, that in connection with any registered public ---------------- offering involving an underwriting, the Company shall include managing underwriter may (if in such registration: (iits reasonable opinion marketing factors so require) first, limit the number of shares securities (including any Shares) included in such offering (other than securities of Company Common Stock the Company); and other securities provided further, that the registration rights granted in this ---------------- Section 9(a) are granted subject to the demand registration rights granted to CS First Boston Corporation pursuant to that certain Warrant Agreement dated October 2, 1996 between CS First Boston Corporation and the Company proposed (the "Warrant Agreement") which may serve to sell; (ii) secondfurther limit or extinguish Executive's right to include any portion of the Shares in certain registrations. In the event of any such limitation, and to the extent the provisions of the Warrant Agreement permit, the total number of Shares to be offered for the account of Executive in the registration shall be reduced in proportion to the respective number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis holders of the aggregate Company's Common Stock (other than the Company) entitled to include shares of Common Stock in the registration to the extent necessary to reduce the total number of shares proposed to be registered to the number of Company Common Stock represented (including upon exercise or conversion) shares recommended by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personmanaging underwriter.

Piggyback Registration Rights. (a) If the Buyer at any time or from time to time subsequent to the Company has registered or has determined date of this Agreement proposes to register any of its securities under the Securities Act either for its own account or for the account of other any selling security holders of the Company on any registration form (other than Form pursuant to (i) a registration statement on Forms S-4 or S-8 or any successor or similar forms, (ii) a successor formregistration relating solely to a Commission Rule 145 offering, or (iii) a registration on any other form if substantially all that does not permit secondary sales), it will give written notice to each of the proceeds thereof are to be used to finance any publicly-announced acquisitionSellers, Xxxxx and the ESOP of its intention at least twenty (20) which permits the inclusion days in advance of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such of any registration all Registrable Securities requested to be included therein pursuant to statement with respect thereto. Upon the written request of one any of the Sellers, Xxxxx or more Holders received the ESOP given within 10 five (5) days after delivery receipt of the Company’s such notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable HolderBuyer, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Companyrestrictions below, and the managing underwriters advise the Company and the Investor Representative that in their will use commercially reasonable opinion the number of shares of Company Common Stock and other securities proposed efforts to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, and in any underwriting involved therein, all the Buyer Common Stock received by the Sellers, Xxxxx or the ESOP pursuant to Section 2.2 included in such request. The method of disposition of such Buyer Common Stock shall be determined solely by the Buyer. If the managing underwriter with respect to such offering requests in that the number of securities to be offered by any or all of the Sellers, Xxxxx or the ESOP be reduced because in the judgment of the managing underwriter the offering would be materially and adversely affected, then such securities shall be reduced by such amount as the managing underwriter may determine so as to not materially and adversely affect the proposed offering. The Buyer may require the Sellers, Xxxxx or the ESOP to furnish to the Buyer such information in writing regarding themselves and the distribution as the Buyer may from time to time reasonably request in writing in order to comply with the Securities Act. The Sellers, Xxxxx and the ESOP agree to notify the Buyer as promptly as practicable of any inaccuracy or change in information they have previously furnished to the Company. The Buyer will promptly notify each of the Sellers, who include Buyer Common Stock in any registration statement (a “Selling Stockholder”) of the effectiveness of the registration statement and will provide each of the Sellers with such numbers of copies of the registration statement and the prospectus included therein as such Selling Stockholder may reasonably request. During the period such registration statement is required to remain effective, the Buyer will promptly notify each Selling Stockholder of the occurrence of any event as a result of which the registration statement or the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each Selling Stockholder agrees, upon receipt of such notice, forthwith to cease making offers and sales of any shares of Company Buyer Common Stock pursuant to such registration statement and deliveries of the prospectus contained therein. The Buyer agrees to notify each Selling Stockholder when each post-effective amendment to the Registration Statement has become effective or a supplement to any prospectus forming a part of such registration statement is effective. The Buyer will use its reasonable best efforts to qualify or register the Buyer Common Stock to be sold pursuant to this provision under the securities or “Blue Sky” laws of the fifty states and the District of Columbia; provided, however, that the Buyer shall not be obligated to qualify as a foreign corporation to do business under the laws of, or to file any general consent to service of process in, any such jurisdiction. In connection with any registration of the Buyer Common Stock pursuant to this Agreement, to the extent permitted by law, the Buyer shall indemnify each Selling Stockholder and the Selling Stockholders shall indemnify the Buyer in the manner provided below. The Buyer shall indemnify and hold harmless each Selling Stockholder and each of its officers, directors and partners, and such person controlling such Selling Stockholder against all losses, claims, damages or liabilities, joint or several, to which such Stockholder may become subject under the Securities Act insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation of any rule or regulation under the Securities Act or state securities laws applicable to the Buyer in connection with the registration, qualification or compliance relating to the Buyer Common Stock and the Buyer shall reimburse each such Selling Stockholder (or its officers, directors and partners, and person controlling such Selling Stockholder, if applicable) for any legal or other securities expenses reasonably incurred by such Selling Stockholder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company proposed Buyer shall not be required to sell; (ii) secondindemnify and hold harmless or reimburse such Selling Stockholder to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any document made in reliance upon and in conformity with written information furnished to the number Buyer by or on behalf of shares of Company such Selling Stockholder with respect to such Selling Stockholder and such Selling Stockholder’s Buyer Common Stock or the distribution thereof for use specifically in the preparation of such documents. Each Selling Stockholder (or its officers, directors and other Registrable partners, and person controlling such Selling Stockholder, if applicable) shall indemnify and hold harmless the Buyer, each of its directors and officers, and each person, if any, who controls the Buyer within the meaning of the Securities requested Act, against all losses, claims, damages or liabilities to which the Buyer or any such director or officer or controlling person may become subject, under the Securities Act insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be included stated therein or necessary to make the statements therein not misleading or any violation of any rule or regulation under the Securities Act or state securities laws applicable to the Buyer in connection with the registration, qualification or compliance relating to the Buyer Common Stock, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement, omission or alleged omission, or violation was made in reliance upon and in conformity with written information furnished to the Buyer by all Holders who have requested registration or on behalf of Registrable Securities in accordance such Selling Stockholder (or its officers, directors and partners, and person controlling such Stockholder, if applicable) with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company respect to such Selling Stockholder and such Selling Stockholder’s Buyer Common Stock represented or the distribution thereof, for use in the preparation thereof; and provided, further, however, that the liability of each Selling Stockholder (including upon exercise or conversionits officers, directors and partners, and person controlling such Selling Stockholder, if applicable) hereunder shall be limited to the net proceeds received by such Stockholder from the sale of Buyer Common Stock covered by the Registrable Securities requested to be included by each such Holderregistration statement; and (iii) thirdsuch Selling Stockholder shall reimburse the Buyer for any legal or other expenses reasonably incurred by the Buyer or any such director or officer or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action. All expenses associated with or incurred in connection with any other shares registration statement filed pursuant to this Agreement, including without limitation, registration or filing fees, accounting and legal fees, printing and mailing costs, shall be borne by the Buyer; provided that each Selling Stockholder shall be responsible for paying any underwriting discounts, fees or sales commissions or legal fees or expenses of Company counsel retained by such Selling Stockholder in connection with the sale of his, her or its Buyer Common Stock and other securities that have been requested to be so included by any other personStock.

Piggyback Registration Rights. (a) If at At any time after the Effective Date, if the Company has registered or has determined proposes to register any of its securities (whether proposed to be offered for its own account or for the account of other security holders of sale by the Company on any registration form (other than Form S-4 or S-8 or a successor form, or by any other Person) any shares of capital stock (collectively, the “Other Securities”) under the Securities Act on a form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act (t being understood that Form S-4 is not a form that would permit registration of the Registrable Securities for sale to the public under the Securities Act), each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with this Section 2.02. The Company will give prompt written notice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an underwritten offering, and if so, the identity of the managing underwriter and whether such offering will be pursuant to a “Piggyback Registration”best efforts” or “firm commitment” underwriting). Upon the written request of any Holder delivered to the Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will give use its reasonable best efforts to effect the Holders written notice thereof promptly (but in no event less than 15 days prior to registration under the anticipated filing date) and, subject to this Section 2.02, shall include in such registration Securities Act of all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities has been so requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) register by the Holders of such Registrable Securities requested to be included by each such HolderSecurities; and (iii) thirdprovided, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person.however, that:

Piggyback Registration Rights. (aThe Company covenants and agrees with the Representative and any other or subsequent Warrant Holder(s) If that if, at any time within the Company has registered or has determined period commencing on the first anniversary of the Effective Date and ending at the Close of Business on the day immediately preceding the seventh anniversary of the Effective Date, it proposes to register any class of its securities for its own account or for security under the account of other security holders Act in a primary registration on behalf of the Company or in a secondary registration on any behalf of holders of such securities and the registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion may be used for registration of the Registrable Securities (a “Piggyback Registration”)Shares or other securities for which the Warrants become exercisable, the Company will give the Holders prompt written notice thereof promptly (but which, in no event less the case of a registration pursuant to the exercise of demand registration rights other than 15 those provided in Section 12(a) of this Agreement, shall be within 10 business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 45 days prior to such filing) to each Warrant Holder (regardless of whether the anticipated filing dateWarrant Holder shall have theretofore availed himself or herself of the right provided in Section 12(a)) and, subject at the addresses appearing on the records of the Company of its intention to this Section 2.02, shall effect a registration. The Company will offer to include in such registration all Registrable Securities requested such number of Shares or other securities for which the Warrants are exercisable with respect to be included which the Company has received written requests for inclusion therein pursuant to the written request of one or more Holders received within 10 days after delivery receipt of notice from the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder : provided that in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect event that: (i) such registration is to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration be underwritten; (ii) such registration is initiated as a primary underwritten offering registration on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares with the exception of Company Common Stock and the Shares or other securities for which the Warrants become exercisable, such registration is not a secondary registration on behalf of the holders of outstanding securities of the Company, the Company shall not be required to include the Shares or other securities for which the Warrants become exercisable in such registration to the extent the managing underwriter(s) determines in good faith that have been such inclusion would materially adversely affect the offering being made by such registration. All registrations requested pursuant to be so included this Section 12(b) are referred to herein as "Piggyback Registrations." This paragraph is not applicable to a registration statement filed by the Company on Forms S-4 or S-8 or any other personsuccessor forms.

Piggyback Registration Rights. (a) If at any time the Company has registered proposes to file a Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or has determined to register any of its securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of other security holders stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 5.02 hereof) on any a form that would permit registration form (of Registrable Securities, other than Form S-4 a Registration Statement (i) filed in connection with any employee stock option or S-8 other benefit plan, (ii) for an exchange offer or a successor form, or any other form if substantially all offering of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior securities solely to the anticipated filing dateStockholders, (iii) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request for an offering of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration debt that is initiated as a primary underwritten offering on behalf convertible into equity securities of the Company, and the managing underwriters advise (iv) for a dividend reinvestment plan or (v) on Form S-4, then the Company shall give written notice of such proposed filing to all of the Stockholders as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and the Investor Representative that in their reasonable opinion the number type of shares of Company Common Stock and other securities proposed to be included in such registration exceeds offering, the Maximum Number intended method(s) of Sharesdistribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Stockholders the opportunity to register the sale of such number of Registrable Securities as such Stockholders may request in writing within five (5) days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within one (1) Business Day after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that if the Company has been advised by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Stockholders will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall include in not be required to offer such registration: opportunity to the Stockholders or (iB) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other if any Registrable Securities requested to can be included therein by all Holders who have requested registration in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities in accordance with this Section 2.02(a), pro rata to be offered for the accounts of Stockholders shall be determined based on the basis provisions of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personSection 5.03(c).

Piggyback Registration Rights. (a) If at At any time following the date hereof, whenever the Company has registered or has determined proposes to register any of its securities Common Stock for its own account or for the account of other security holders of others under the Company on any registration form (Securities Act for a public offering, other than Form S-4 or S-8 or a successor form, or (i) any other form if substantially all shelf registration of the proceeds thereof are shares to be used as consideration for acquisitions of additional businesses by the Company and (ii) registrations relating to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)employee benefit plans, the Company will shall give the Holders Holder prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received the Holder given within 10 15 business days after delivery receipt of the Company’s such notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed at its sole expense, shall cause to be included in such registration exceeds all Warrant Shares (including any shares of Common Stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such Warrant Shares) which the Maximum Number of SharesHolder requests; provided, however, if the Company shall include is advised in such registration: (i) first, writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 8 that the number of shares of Company Common Stock and to be sold by persons other securities that than the Company proposed to sell; (ii) secondis greater than the number of such shares which can be offered without adversely affecting the offering, the Company may reduce pro rata the number of shares offered for the accounts of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a)such persons, pro rata on including the basis of Holder (based upon the aggregate number of shares held by such person) to a number deemed satisfactory by such managing underwriter. In consideration for the Company agreeing to its obligations under this Section 8, the Holder agrees that, effective upon the request of the underwriters managing the Company’s public offering, the Holder shall be obligated, so long as all executive officers and directors of the Company are bound by a comparable obligation, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock represented without the prior written consent of such underwriters, for such period of time (including upon exercise or conversionnot to exceed one hundred twenty (120) by days) from the Registrable Securities requested effective date of such public offering as the underwriters may specify. Notwithstanding the foregoing, Section 7(f) shall apply to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personthis Section 8.

Piggyback Registration Rights. (a) If at any time Subject to the terms and conditions of this Agreement, if the Company has registered intends to file or has determined desires to register any of its securities for its own account or file a Registration Statement providing for the account offering or resale of (i) Common Stock or (ii) any Registrable Securities (other security holders than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of capital stock of the Company on issuable upon exercise of employee share options or in connection with any registration form employee benefit or similar plan of the Company or (other than Form S-4 C) in connection with a direct or S-8 or a successor form, indirect acquisition by the Company of another Person or any other form if substantially all of transaction with respect to which Rule 145 (or any successor provision) under the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits Securities Act applies), the inclusion Company will notify the holder or holders of the Registrable Securities (a “Piggyback Registration”), "Holders") of the Company will give the Holders written notice thereof promptly (but in no event less than 15 proposed filing at least 30 days prior to the anticipated filing date) andof the Registration Statement, subject and will afford each Holder an opportunity to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement all or any Designated Secured Lender part of the applicable Holder with respect to the Registrable Securities then held by such Holder. If any Holder desires to include in any such Registration Statement all or part of the applicable Registrable Securities held by such Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf such Holder shall, within 15 days after receipt of the above-described notice from the Company, and the managing underwriters advise so notify the Company in writing, and in such notice, if the Investor Representative Holder has not already done so, shall inform the Company that in their reasonable opinion the Holder has elected to convert some or all of its Company Notes pursuant to Section 10.7 of the Purchase Agreement, and of the number of shares of Company Common Stock and other securities proposed Registrable Securities such Holder wishes to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personRegistration Statement.

Piggyback Registration Rights. (a) If at any time the Company has registered (or has determined any successor company or parent or affiliate of any successor company) proposes to register any file a registration statement under the Securities Act with respect to an offering of its equity securities (A) for its the Company’s own account or (B) for the account of other security any of the holders of its equity securities, then the Company on any registration form shall give written notice of such proposed filing to the undersigned as soon as practicable (other but in no event less than Form S-4 or S-8 or a successor formten (10) days before the anticipated filing date), or any other form and such notice shall offer the undersigned the opportunity to register such number of shares of Conversion Securities, and ,if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of applicable, Additional Shares (collectively, the Registrable Securities Securities)as the undersigned may request on the same terms and conditions as the Company’s or the holders of equity securities included in such registration statement (a “Piggyback Registration”), . If the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior undersigned desires to the anticipated filing date) and, subject to this Section 2.02, shall include have his Registrable Securities included in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holderstatement, the Company undersigned shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters so advise the Company and the Investor Representative that in their reasonable opinion writing (stating the number of shares of Company Common Stock and other securities proposed desired to be included registered) within five (5) days after the date of such notice from the Company. The Undersigned shall have the right to withdraw such request for inclusion of Registrable Securities in any registration statement pursuant to this section by giving written notice to the Company of such withdrawal prior to the effective date of the registration exceeds the Maximum Number of Sharesstatement. Subject to Section 6(b) below, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other registration statement all such Registrable Securities requested to be included therein by all Holders who have requested therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested all other securities originally proposed to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personregistered.

Piggyback Registration Rights. (a) If Issuer at any time after the Company has registered or has determined exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to the Selling Stockholders of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are intention to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) do so and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to upon the written request of one or more Holders received any Selling Stockholder given within 10 30 days after delivery receipt of the Company’s notice. If requested by any Holder, the Company such notice (which request shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion specify the number of shares of Company Issuer Common Stock and other securities proposed intended to be included in such registration exceeds underwritten public offering by the Maximum Number of SharesSelling Stockholder), the Company shall include Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration: , to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause such shares to be so registered (i) firstif in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 11(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares of Company Common Stock and other securities that requested to be registered by each such Selling Stockholder bears to the Company proposed to sell; (ii) second, the total number of shares of Company Common Stock and other Registrable Securities requested to be included therein registered by all Holders who such Selling Stockholders then desiring to have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Issuer Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personregistered for sale.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined World Media proposes to register (including, for this purpose, a registration effected by World Media for World Media stockholders other than the UYR Holders) any of its stock or other securities under the 1933 Act in connection with the public offering of such securities solely for its own account cash, World Media shall, at such time, promptly give each UYR Holder written notice of such proposed registration. Except in connection with (i) a registration relating solely to employee benefit plans or for securities issued or issuable to employees, consultants (to the account extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any family members of other security holders of the Company any such persons (including a registration on any Form S-8), (ii) a registration form (other than relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or S-8 or a successor formsimilar event, or any other form if substantially (iii) a shelf registration of securities to be issued solely by World Media on Form S-3, upon the written request of each UYR Holder given within twenty (20) days after mailing of such notice by World Media in accordance with Section 11.5, World Media shall cause to be registered all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in World Media Common Stock that each such registration all Registrable Securities UYR Holder has requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery in such registration, provided, however, that upon any cutbacks of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the total number of shares of Company World Media Common Stock and other securities proposed to be included in such a registration exceeds the Maximum Number of Sharesstatement, the Company shares to be registered on behalf of the UYR Holders shall include be cut back pro rata with the cut back in such registration: (i) first, the number of shares being offered directly by World Media. All expenses of Company any such registration statement shall be borne entirely by World Media except for underwriting discounts and selling commissions applicable to the shares being sold by the UYR Holders. Each UYR Holder who elects to participate in such a registration shall be subject to the same terms and conditions as may be reasonably requested by the underwriters for such offering upon World Media and other participating World Media stockholders. World Media shall have the right to terminate or withdraw any registration initiated by it subject to this Section 10.2 before the effective date of such registration, whether or not any UYR Holder has elected to include World Media Common Stock in such registration. All expenses of any such withdrawn registration shall be borne by World Media, including any out-of-pocket expenses incurred by the UYR Holders in connection with such withdrawn registration statement. Subject to the last sentence of Section 10.2(b) below, World Media shall be obligated to file and other securities that cause the Company proposed effectiveness of up to sell; three (ii3) second, the number of piggyback registrations in which shares of Company World Media Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) held by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personUYR Holders are included.

Piggyback Registration Rights. (a) If If, at any time the Company has registered or has determined 724 Solutions proposes to register any shares of its securities for its own account or for common stock ("724 Solutions Common Stock") under the account Securities Act in connection with any offering of other security holders of the Company on any registration form 724 Solutions Common Stock (other than a registration statement on Form S-4 or S-8 or a successor formForm S-4, or their successors, or any other form if for a limited purpose or which otherwise does not include at least substantially all of the proceeds thereof are same information as would be required to be used included in a registration statement covering the sale of registrable securities, or any registration statement covering only securities proposed to finance any publicly-announced acquisition) be issued in exchange for securities or assets of another entity or in a registration in which permits the inclusion only 724 Solutions Common Stock being registered is 724 Solutions Common Stock issuable upon conversion of the Registrable Securities (a “Piggyback Registration”debt securities which are also being registered), the Company will give the Holders written notice thereof promptly whether or not for its own account, 724 Solutions shall furnish prompt (but in no event less later than 15 twenty-one (21) days prior to the anticipated filing dateof the applicable registration statement) andwritten notice to Shareholder of its intention to effect such registration and the intended method of distribution in connection therewith. Upon the written request of Shareholder made to 724 Solutions within twenty-one (21) days after the furnishing such notice by 724 Solutions, subject to this Section 2.02, 724 Solutions shall include in such registration all Registrable Securities the requested to be included therein number of 724 Solutions Shares issued pursuant to the written request Merger (the "Registrable Securities"), subject to the provisions hereof and other customary terms, conditions and limitations relating to the registration of one or more Holders received within 10 days after delivery securities generally, provided, that 724 Solutions shall not be required to register any Registrable Securities the Transfer of which is restricted by the Company’s notice. If requested by terms of any Holderother Transaction Agreement (other than the "IPO Lock-Up" (as defined in such other Transaction Agreement), the Company which restriction shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder be waived with respect to the shares included in any such registration). All rights granted to Shareholder pursuant to this SECTION 2.1 shall terminate with respect to any Registrable Securities held by Shareholder upon the earliest to occur of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) firstthe time when all of the Registrable Securities may immediately be sold pursuant to Rule 144 under the Securities Act within any ninety (90) day period, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number upon any sale of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested pursuant to be included by each such Holder; and a registration statement or Rule 144 under the Securities Act or (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personthe date two (2) years after the date hereof.

Piggyback Registration Rights. (a) If at At any time after the Company has registered or has determined second anniversary of the date of this Agreement and before December 31, 2002, whenever OEI proposes to register any of its securities Common Stock for its own account or under the Securities Act for the account of other security holders of the Company on any registration form (an underwritten public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 or S-8 Form S-1 under the Securities Act (or a successor formto Form S-4 or Form S-1) (any such offering or issuance being an "EXEMPT OFFERING"), or any other form if substantially all OEI will give each Stockholder written notice of the proceeds thereof are its intent to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities do so (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 "REGISTRATION NOTICE") at least 20 days prior to the anticipated filing date) and, subject of the related registration statement with the Commission. Such notice shall specify the approximate date on which OEI proposes to this Section 2.02, file such registration statement and shall include contain a statement that the Stockholders are entitled to participate in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company offering and shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion set forth the number of shares of Company Registrable Common Stock that represents the best estimate of the lead managing underwriter (or if not known, OEI) that will be available for sale by the holders of Registrable Common in the proposed offering. If OEI shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and other securities proposed conditions as OEI in the public offering to be included which the Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. Each Stockholder desiring to participate in such registration exceeds offering shall notify OEI no later than ten days following receipt of the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis Registration Notice of the aggregate number of shares of Company Registrable Common that such Stockholder then desires to sell in the public offering. Each Stockholder desiring to participate in the public offering may include shares of Registrable Common in the registration statement relating to such offering, to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included offered and sold by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested OEI to be so included by any other person.included

Piggyback Registration Rights. (a) If at any time Until the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders termination of the Company on any registration form Effective Period (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisitionas defined in Section 5(a) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”below), the Company will give provide the Holders Investors prompt written notice thereof promptly (but in no event less than 15 notice, at least 20 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by 's intention to register any Holderof its Common Stock under the Securities Act, the Company shall include as a selling security holder in the applicable Registration Statement whether or not for sale for its own account, except for registrations on Form S-8 or S-4 or any Designated Secured Lender successor or similar forms, or registration statements relating to Common Stock or any other shares of common stock of the applicable Holder company issuable upon exercise of employee or consultant share options or in connection with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf any employee benefit or similar plan of the Company. If such a registration by the Company involves a firm commitment underwritten offering registered with the Commission (a "Public Offering"), any Investors electing to participate in such offering must sell their Registrable Stock to the underwriters on the same terms and conditions as apply to the Company. If the registration involves a Public Offering and the managing underwriters advise underwriter thereof advises the Company and the Investor Representative that that, in their reasonable opinion its view, the number of shares of Company Common Stock that the Company and other securities proposed the Investors intend to be included include in such registration exceeds the largest number of shares of Common Stock that can be sold without having a material adverse effect on such Public Offering (the "Maximum Number of SharesOffering Size"), the Company shall will include in such registrationregistration only that number of shares of Common Stock which does not exceed the Maximum Offering Size, in the following order of priorities: (i) first, the number of shares of Company Common Stock and other all securities that the Company proposed proposes to sell; sell for its own account, (ii) second, up to the full number of shares of Company Common Stock and other Registrable Securities requested securities proposed to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on registered for the basis account of the aggregate number holders of shares securities entitled to inclusion of Company Common Stock represented (including upon exercise or conversion) their securities in the registration statement by the Registrable Securities requested to be included by each such Holder; reason of demand registration rights, and (iii) third, any other shares of Company Common Stock and other the securities that have been requested to be registered by other holders of securities entitled to participate in the registration (including the Shares), drawn from them pro-rata based on the number of shares each has requested to be included in such registration. The notice to the Investors must set forth the Investors' rights under this Section 4 and shall offer the Investors the opportunity to include in such registration statement the number of Shares that each Investor requests. The Investors must provide the Company notice of their intent to include any or all of their Shares in the registration statement within 10 days after the receipt of notice from the Company and must specify the number of Shares to be included in the registration statement. The Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Shares that the Company has been so included required to register by the Investors, provided, however, that if, at any other persontime after giving written notice of its intention to register any of its common stock pursuant to this Section 4 and prior to the effective date of any registration statement filed in connection with such registration, the Company determines for any reason not to file the registration statement, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Shares in connection with such registration.

Piggyback Registration Rights. (aUntil such time as the Registrable ------------------------------ Securities may be sold in accordance with Rule 144(k) If of the Commission under the Securities Act, if the Company at any time the Company has registered or has determined proposes to register file on its behalf and/or on behalf of any of its securities for its own account or for the account of other security holders of (the Company "DEMANDING SECURITY HOLDERS") a registration statement under the Securities Act on any registration form (other than a registration statement on Form S-4 or S-8 or a any successor formform or to the Company's employees pursuant to any employee benefit plan, or any other form if substantially all respectively) for the general registration of securities to be sold for cash with respect to the Common Stock, it will give written notice to the Registered Holders at least 30 days before the initial filing with the Commission of the proceeds thereof are registration statement (or, in the case of a registration statement that has already been filed with the Commission but has not yet been declared effective, within 30 days before the filing of an amendment to be used to finance any publicly-announced acquisition) the registration statement), which permits notice shall set forth the inclusion intended method of disposition of the Registrable Securities (a “Piggyback Registration”), securities that the Company will give the Holders written proposes to register. The notice thereof promptly (but in no event less than 15 days prior shall offer to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all filing the aggregate number of Registrable Securities requested to be included therein pursuant to as the written request Registered Holder may request. Nothing in this Section 5B shall preclude the Company from discontinuing the registration of one or more Holders received within 10 days after delivery its securities being effected on its behalf under this Section 5B at any time and for any reason before the effective date of the Company’s notice. If requested by any Holderregistration relating thereto; but, in that event, the Company shall include as a selling security holder in notify the applicable Registration Statement any Designated Secured Lender Registered Holders of such discontinuation of the applicable registration. Each Registered Holder with respect desiring to the have Registrable Securities registered under this Section 5B shall advise the Company in writing within 20 days after the date of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf receipt of such offer from the Company, and setting forth the managing underwriters advise the amount of Registrable Securities for which registration is being requested. The Company and the Investor Representative that shall thereupon include in their reasonable opinion such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company Common Stock and other in writing that, in their good faith opinion, the number of securities proposed to be included in such registration exceeds would materially and adversely affect the Maximum Number marketing or price of Sharessuch securities to be sold, the Company shall include will allocate the securities to be included in such registration: (i) registration first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein in such registration by all Holders who have requested the holder or holders initiating the registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by and the Registrable Securities requested to be included in such registration by each such Holder; the Registered Holders and (iii) third, any other shares of securities proposed to be sold by the Company Common Stock and other securities that have been for its own account or requested to be included in such registration by holders of securities other than the Registered Holders (pro rata based on the number of securities proposed to be sold by all Registered Holders and the Company). Except as otherwise provided in Section 5D, the Company shall bear all expenses of such registration. If any registration pursuant to this Section 5B is underwritten, the Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. The Company has not entered into, and on or after the date of this Warrant, will not enter into, any agreement that is inconsistent with the rights granted to the Registered Holders in this Warrant or that otherwise conflicts with its provisions. The rights granted to the Registered Holders under this Warrant do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements. Without limiting the generality of the foregoing, the Company shall not grant to any Person the right to request it to register any of its securities under the Securities Act unless the rights so included granted are not in conflict with or inconsistent with the provisions of this Warrant. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any other personholder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the 10 day period before, and during the 60 day period beginning on, the closing date of each underwritten offering by the Company made pursuant to a registration statement filed pursuant to this Section 5B or Section 5A (except as part of such underwritten registration) whether or not the holder participates in such registration; and, except as may be required under agreements that the Company enters into before the date hereof, the Company shall cause each holder of its privately placed Common Stock or Convertible Securities issued by it at any time on or after the date of this Warrant to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act.

Piggyback Registration Rights. (a) If at any time within two (2) years after complete exercise of this Warrant the Company has registered or has determined Corporation proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities for securities, it will notify the Holder hereof at least twenty (20) days prior to each such filing and will use its own account best efforts to include in the Registration Statement (to the extent permitted by applicable regulation) the Shares purchased or for purchasable by the account of other security holders Holder upon the exercise of the Company on Warrant to the extent requested by the Holder hereof within ten (10) days after receipt of notice of such filing (which request shall specify the interest in this Warrant or the Shares intended to be sold or disposed of by such Holder and describe the nature of any registration form (proposed sale or other disposition thereof); provided, however, that if a greater number of Shares is offered for participation in the proposed offering than Form S-4 or S-8 or a successor formin the reasonable opinion of the managing underwriter of the proposed offering can be accommodated without adversely affecting the proposed offering, or then the amount of Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other form if substantially all selling shareholders participating in the registration, shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. In the event of such a reduction, the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits Holder hereby agrees that, for a period of 180 days after the inclusion consummation of a primary public offering by the Registrable Securities Corporation of its securities (a the “Piggyback RegistrationOffering Date”), if any, the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) andHolder, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written upon request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of underwriter, will not, directly or indirectly, offer to sell, hypothecate, contract to sell, grant any option to purchase, pledge or otherwise dispose of, any shares of Company Common Stock issued upon exercise of this Warrant beneficially owned by the undersigned on the Offering Date and other securities proposed not permitted to be included in such registration exceeds statement. The undersigned also agrees and consents to the Maximum Number entry of Sharesstop transfer instructions with the Corporation’s transfer agent and registrar against the transfer of such shares except in compliance with the foregoing restrictions. This agreement is irrevocable and will be binding on the undersigned and the undersigned’s successors, heirs, personal representative and assigns. The Corporation shall bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the Registration Statement with the Commission, except that the Holder shall pay all fees, disbursements and expenses of any counsel or expert retained by the Holder and all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to the Shares included in the Registration Statement. The Holder of this Warrant agrees to cooperate with the Corporation in the preparation and filing of any Registration Statement, and in the furnishing of information concerning the Holder for inclusion therein, or in any efforts by the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities to establish that the Company proposed sale is exempt under the 1933 Act as to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personproposed distribution.

Piggyback Registration Rights. (a) If at At any time after the Closing Date, if the Company has registered or has determined proposes to register any of its securities (whether proposed to be offered for its own account or for the account of other security holders of sale by the Company on any registration form (other than Form S-4 or S-8 or a successor form, or by any other Person) any shares of capital stock (collectively, the “Other Securities”) under the Securities Act on a form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act (it being understood that Form S-4 is not a form that would permit registration of the Registrable Securities for sale to the public under the Securities Act), each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with this Section 2.02. The Company will give prompt written notice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an underwritten offering, and if so, the identity of the managing underwriter and whether such offering will be pursuant to a “Piggyback Registration”best efforts” or “firm commitment” underwriting). Upon the written request of any Holder delivered to the Company within 15 days after such notice shall have been received by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will give use its reasonable best efforts to effect the Holders written notice thereof promptly (but in no event less than 15 days prior to registration under the anticipated filing date) and, subject to this Section 2.02, shall include in such registration Securities Act of all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities has been so requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) register by the Holders of such Registrable Securities requested to be included by each such HolderSecurities; and (iii) thirdprovided, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person.however, that:

Piggyback Registration Rights. (a) If the Company at any time from the Company has registered or has determined date of the issuance of the Option through the Expiration Date, proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 and any successor forms thereto), each such time it will give written notice to such effect to the Optionee at least 30 days prior to such filing. Upon the written request of the Optionee received by the Company on within 20 days after the giving of any registration form (other than Form S-4 or S-8 or a successor form, or such notice by the Company to register any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion shares of the Registrable Securities (a “Piggyback Registration”)Common Stock, the Company will give cause the Holders written notice thereof promptly (but shares of Common Stock as to which registration shall have been so requested to be Included in no event less than 15 days prior the securities to be covered by the registration statement proposed to be filed by the Company, all to the anticipated filing date) andextent required to permit the sale or other disposition by the Optionee of such shares of Common Stock so registered. Notwithstanding the foregoing, subject in the event that any registration pursuant to this Section 2.027 shall be, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request whole or in part, an underwritten public offering of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) firstStock, the number of shares of Company Common Stock to be included in such an underwriting may be reduced (pro rata among the requesting Optionees) and the other securities that the Company proposed to sell; selling stockholders (ii) second, based upon the number of shares of Company Common Stock and other Registrable Securities requested to be included therein registered by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on them) if and to the basis extent that the managing underwriter shall be of the aggregate good faith opinion that such inclusion would adversely affect the success of such an underwriting, provided, that such number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested shall not be reduced if any shares of Common Stock are to be included by each in such Holder; and (iii) third, underwriting for the account of any person other than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to file a registration statement for the resale of the shares underlying this Option not included in such underwritten offering within ninety (90) days of the date that the underwritten offering is declared effective by the Securities and Exchange Commission. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 7 without thereby incurring any liability to the Optionees of shares of Common Stock and other securities that have been requested to be so included by any other personStock.

Piggyback Registration Rights. (a) If Matria, at any time during the Company has registered or has determined term of the registration rights hereunder proposes to register under the Securities Act any class of its Matria's equity securities for its own account or for sale to the account of other security holders of the Company public on any a registration form (other than statement on Form S-4 or S-8 or a successor formS-1, S-2, S-3 or any other form if substantially all succxxxxx xxxx xxr the sale of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior equity securities to the anticipated filing date) andpublic, then and in each such case Matria, subject to this the terms and conditions contained herein (including, without limitation, the terms and conditions contained in Section 2.02, 2.1(b)) shall give thirty (30) days prior written notice of such proposed registration to the Holders. Any Holder who wishes to include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder proposed registration shall provide Matria with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion written notice specifying the number of shares of Company Common Stock and other securities proposed Registrable Securities held by such Holder to be included in such registration exceeds the Maximum Number within twenty (20) days after receipt of Sharesnotice from Matria (each Holder who provides such notice to Matria being referred to as an "Electing Holder"). Subject to Section 2.1(b), the Company Matria shall include in cause such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested as shall be so designated by the Electing Holders to be included, upon the same terms (including the method of distribution) as other equity securities of Matria to be included therein by all in any such offering. Matria may, without the consent of the Electing Holders who have requested or other Holders, withdraw any such registration and abandon any proposed offering if in the reasonable good faith belief of the Board such withdrawal and abandonment appears to be in the best interests of Matria and its stockholders. The failure of any Holder to exercise its rights hereunder with respect to any registration shall not constitute a waiver of its rights to participate in any other registration. Notwithstanding the foregoing, Matria shall not be required to give such notice or include any Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis any form of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the registration statement unless such Registrable Securities requested to be included by each of such Holder; and (iii) third, any other shares Holder are eligible for inclusion in the applicable form of Company Common Stock and other securities that have been requested to be so included by any other personregistration statement as described above.

Piggyback Registration Rights. (a) If at any From and after the Exercise Date, and until such time as the Registrable Securities are freely salable (without restriction) under Rule 144 promulgated under the Act, if the Company has registered or has determined shall determine to register proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale of any of its securities for by it or any of its own account or for the account of other security holders of the Company on any registration form (other than a registration statement on Form S-4 or S-8 or a successor S-4, X-0 xx other limited purpose form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior of its determination to all record holders of the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to Securities. Upon the written request of one or more Holders received from the Requesting Holders, (as defined in Section 10.1) within 10 twenty (20) days after delivery receipt of any such notice from the Company’s notice. If requested by any Holder, the Company shall include will, except as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the herein provided, cause all such Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds statement, all to the Maximum Number extent requisite to permit the sale or other disposition by the prospective seller or sellers of Sharesthe Registrable Securities to be so registered; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 10.2 shall be underwritten in whole or in part, the Company shall include may require that the Registrable Securities requested for inclusion pursuant to this Section 10.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that the Registrable Securities requested for inclusion pursuant to this Section 10.2 together with any other shares which have similar piggyback registration rights (such registration: (ishares and the Registrable Securities being collectively referred to as the "Requested Stock") firstwould, in the good faith judgment of the managing underwriter of such public offering, reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Company Common Requested Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested otherwise to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), the underwritten public offering may be reduced pro rata on (by number of shares) among the basis holders thereof requesting such registration or excluded in their entirety if so required by the underwriter. To the extent only a portion of the aggregate number of Requested Stock is included in the underwritten public offering, those shares of Company Common Requested Stock represented (including upon exercise or conversion) which are thus excluded from the underwritten public offering shall be withheld from the market by the Registrable Securities requested holders thereof for a period, not to be included by each such Holder; and (iii) thirdexceed 180 days, any other which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. A registration statement covering those shares of Company Common Requested Stock and other securities that have been requested to excluded from the underwritten offering will be so included by any other personfiled within 180 days of the consummation of the underwritten public offering.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined Whenever AmPaM proposes to register any of its securities AmPaM Stock for its own or other's account or under the 1933 Act for the account of other security holders of the Company on any registration form (a public offering, other than Form S-4 (i) any shelf or S-8 or a successor form, or any other form if substantially all registration of the proceeds thereof are shares to be used as consideration for acquisitions of additional businesses by AmPaM and (ii) registrations relating to finance any publicly-announced acquisition) which permits the inclusion employee benefit plans, AmPaM shall give each of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders Stockholders prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received any of the Stockholders given within 10 15 calendar days after delivery receipt of such notice, notwithstanding the Company’s notice. If requested by any Holder, the Company shall include provisions of Section 15 (except as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder specified below with respect to the Registrable Securities of the applicable Holderan IPO), subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed AmPaM shall cause to be included in such registration exceeds all of the Maximum Number AmPaM Stock issued to such Stockholders pursuant to this Agreement (including any stock issued as or issuable upon the conversion or exchange of Sharesthe AmPaM Series A Preferred Stock and any convertible security, warrant, right or other security which is issued by AmPaM as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such AmPaM Stock or AmPaM Series A Preferred Stock) which any such Stockholder requests, other than shares of AmPaM Stock which may then be immediately sold under Rule 144(k) (or any similar or successor provision) promulgated under the Company 1933 Act, and other than shares of AmPaM Stock that have been theretofore sold by the Stockholder in accordance with the 1933 Act, provided that AmPaM shall include in such registration: (i) first, have the right to reduce pro rata the number of shares of Company Common each selling Stockholder included in such registration to the extent that inclusion of such shares would, in the written opinion of tax counsel to AmPaM or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Private Placement Memorandum as a tax-free organization under Section 351 of the Code; provided, however, that with respect to a proposal by AmPaM to register AmPaM Stock and other under the 1933 Act in connection with an IPO, no Stockholder shall be permitted pursuant to this Section 17.1 to have included in such registration more shares of AmPaM Stock than permitted to be sold by such Stockholder pursuant to Section 15.1. In addition, if AmPaM is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein sold by all Holders who have requested registration persons other than AmPaM is greater than the number of Registrable Securities in accordance with this Section 2.02(a)such shares which can be offered without adversely affecting the success of the offering, AmPaM may reduce pro rata on (among the basis Stockholders and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares held by such person) to a number deemed satisfactory by such managing underwriter. If any Stockholder disapproves of the aggregate terms of the underwriting, that Stockholder may elect to withdraw therefrom by written notice to AmPaM and the managing underwriter. That Stockholder's shares of AmPaM Stock so withdrawn shall also be withdrawn from registration; provided, however, that, if by the withdrawal of such shares a greater number of shares of Company Common AmPaM Stock represented (including upon exercise or conversion) held by the Registrable Securities requested to other Stockholders may be included by each in such Holder; and (iii) thirdregistration, then AmPaM shall offer to all other Stockholders of AmPaM the right to include additional shares in the same proportion used in effecting the above limitations. AmPaM shall not, for a period of two years following the Closing Date, grant to any other shares person any rights to cause AmPaM to register any securities in priority over, or in precedent to, the rights granted to the Stockholders hereunder and to the stockholders of Company Common Stock and other securities that have been requested the Other Founding Companies pursuant to be so included by any other personSection 17 of the Other Agreements.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined proposes to register any of its securities under the Securities Act other than (a) under employee compensation or benefit programs, (b) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, or (c) securities to be issued in a transaction described in Rule 145(a) promulgated under the Securities Act, whether or not for sale for its own account or for account, and the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits may be used for the inclusion registration of the Registrable Securities (a “Piggyback Registration”)Securities, the Company will give the Holders prompt written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject Holders of Registrable Securities of its intention to this Section 2.02, shall effect such a registration and will include in such registration all Registrable Securities requested with respect to be included which the Company has received written requests for inclusion therein pursuant to the written request of one or more Holders received within 10 15 days after delivery the receipt of the Company’s notice's notice (a "Piggyback Registration"). If requested by any Holder, the The Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect use its reasonable best efforts to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and cause the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities a proposed underwritten offering to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by permit the Registrable Securities requested to be included in the registration statement (or registration statements) for such offering to be included therein on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the Company gives notice of such a proposed registration, the total number of Registrable Securities which shall be included in such registration shall be reduced pro rata (on the basis of the estimated proceeds from the sale thereof) to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities proposed to be offered by each the Company in such Holderoffering; provided however, that (i) if such Piggyback Registration is incident to a primary registration on behalf of the Company, the securities to be included in the registration statement (or registration statements) for any Person other than the Holders, the Bargo Holders (if the Xxxxx Holders have exexxxxxd their rights under Section 3 of the Bargo Agreement) and txx Xxmpany shall be first reduced prior to any such pro rata reduction and (iiiii) thirdif such Piggyback Registration is incident to a secondary registration on behalf of holders of securities of the Company, the securities to be included in the registration statement (or registration statements) for any Person not exercising "demand" registration rights other than the Holders and the Bargo Holders (if the Xxxxx Holders have exxxxxxed their rights under Section 3 of the Bargo Agreement) shall xx xirst reduced prior to any such pro rata reduction; provided, further, that if (1) the Holders have made a request under this Section 3 and the Bargo Holders have maxx x request under Section 3 of the Bargo Agreement and (2) xxx of the Registrable Securities of the Holders and all of the Bargo Securities of thx Xxrgo Holders cannot bx xxxluded in the registration statement(s) under the terms of such sections, the total number of Registrable Securities of the Holders and the Bargo Securities of thx Xxxgo Holders which shxxx xe included in such registration shall be reduced pro rata to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities proposed to be offered by the Company in such offering. Subject to any applicable underwriting agreement, any other shares Holder of Registrable Securities may withdraw at any time any Registrable Securities registered under this Section 3. No registration effected under this Section 3 shall relieve the Company Common Stock and other securities that have been requested of its obligation to be so included by effect any other personregistration upon request under Section 2.

Piggyback Registration Rights. (a) If the Capstone shall at any time propose to file a registration statement under the Company has registered or has determined to register Securities Act for any sales of its securities for its own account or for of the account Capstone (i) on behalf of other security the holders of securities sold by Capstone in a private placement in April 1996 (the Company "April Holders") pursuant to a demand registration by such April Holders or (ii) any other filing Capstone shall give to Counsel written notice of such registration no later than thirty (30) days before its filing with the Commission; provided, that registrations relating solely to securities to be issued by Capstone in connection with any acquisition, employee stock option or employee stock purchase or savings or similar plan on any registration form (other than Form S-4 or S-8 (or a successor form, or any other form if substantially all of Forms) under the proceeds thereof are to Securities Act shall not be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02(b). If Counsel so requests within fifteen (15) days of the sending of such notice, Capstone shall include all of the Capstone Stock in any such registration all Registrable Securities requested registration. However, Capstone shall not be obligated to be included therein pursuant include any portion (or all) of such Capstone Stock to the written request extent any underwriter or underwriters of one such securities being otherwise registered by Capstone shall determine in good faith that the inclusion of such Capstone Stock (or more Holders received within 10 days after delivery any portion thereof) would jeopardize the successful sale of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and such other securities proposed to be included sold by such underwriter or underwriters; provided, however that if such offering includes securities being offered for resale by other sellers of Capstone stock, then the Capstone Stock may be eliminated from such offering only to the extent that the securities being offered by such other sellers also are eliminated on a pari passu basis (except as otherwise set forth in this section). Notwithstanding the foregoing, in the case of a registration statement filed under item (ii) of this paragraph (b), to the extent any underwriter or underwriters for such registration exceeds statement shall determine that inclusion of all of the Maximum Number securities proposed to be sold would jeopardize the successful sale of Sharessuch securities, the Company shares of Capstone Stock shall include in be excluded from such registration: (i) first, registration statement prior to the number exclusion of the securities of the April Holders. Capstone represents and warrants that there are no holders of shares of Company Common Stock its common stock with registration rights not previously included in a registration statement, other than the April Holders, Counsel and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personIHS.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined Whenever eVS proposes to register any Common Stock for eVS's own or others' account under the Securities Act of its securities 1933 (the "1933 Act") for its own account or a public offering for the account of other security holders of the Company on any registration form (cash, other than Form S-4 or S-8 or a successor formregistration relating to employee benefit plans, or any other form if substantially all eVS shall give each holder of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders as hereinafter defined) written notice thereof promptly (but in no event less than 15 days prior of eVS's intent to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received any such holder given within 10 thirty (30) days after delivery receipt of the Company’s such notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect eVS will use eVS's reasonable efforts to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed cause to be included in such registration exceeds all of the Maximum Number Registrable Securities that such holder requests to be registered. If eVS is advised in writing in good faith by any managing underwriter of Shares, the Company shall include in such registration: (i) first, securities being offered pursuant to any registration statement under this Article 5 that the number of shares to be sold pursuant to such registration statement is greater than the number of Company Common Stock and other securities such shares that can be offered without adversely affecting the Company proposed offering, then eVS shall first register the shares sought to sellbe registered by eVS for its own account; (ii) second, eVS shall register the number of shares offered for the account of Company Common Stock and other Registrable Securities requested the stockholders of eVS who are parties to be included therein by all Holders who have requested a certain Registration Rights Agreement dated as of ____________, 1997 as to which such stockholders exercise piggyback registration rights pursuant to Section 2(a) of such agreement (the "Existing Rights"); third, eVS shall register as many of the shares of Registrable Securities as the underwriters will include in accordance with this Section 2.02(a)the registration, reducing pro rata on the basis of the aggregate number of shares offered for the accounts of Company Common Stock represented (including upon exercise or conversion) by the holders of Registrable Securities requested (based upon the number of Shares proposed to be included sold pursuant to such registration statement by each such Holder; and (iiiholder) third, any other shares of Company Common Stock and other securities that have been requested to be so included a number deemed satisfactory by any other person.such managing underwriter if

Piggyback Registration Rights. (a) 7.1 If the Company at any time proposes to register under the Securities Act any Common Stock or any security convertible into or exchangeable or exercisable for Common Stock, whether or not for sale for its own account, on a form and in a manner which would permit registration of the Common Stock held by a Stockholder for sale to the public under the Securities Act (other than pursuant to Form S-4 or Form S-8 or successor or similar forms), the Company has registered shall give written notice of the proposed registration to each Stockholder not later than thirty (30) days prior to the filing thereof. Each Stockholder shall have the right to request that all or has determined to register any part of his or its securities Registrable Common Stock be included in such registration. Any such registration that the Company proposes for its own account shall be referred to as a "PRIMARY REGISTRATION" and any such registration that the Company proposes that is not for its own account shall be referred to as a "SECONDARY REGISTRATION." Each Stockholder can make such a request by giving written notice to the Company within ten (10) Business Days after the giving of such notice by the Company (any Stockholder giving the Company a notice requesting that the Registrable Common Stock owned by it be included in such proposed registration being hereinafter referred to in this SECTION 7 as a "REGISTERING STOCKHOLDER"); PROVIDED, HOWEVER, that if the Company or the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company, all Registering Stockholders and all other Stockholders of the Company entitled to register securities in connection with any offering ("OTHER REGISTERING HOLDERS") propose to include in such registration statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities which the Company proposes to sell in a Primary Registration, second, the Registrable Common Stock of such Registering Stockholders who are Apollo Stockholders, and third, the Registrable Common Stock to be sold for the account of other security holders Other Registering Holders (including the IMC Stockholders) and shares to be registered for the account of the Company on any registration form (other than Form S-4 or S-8 or in a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Secondary Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata among all such Registering Stockholders and such Other Registering Holders, taken together, on the basis of the aggregate relative percentage of Registrable Common Stock owned by all such Registering Stockholders and such Other Registering Holders who have requested that securities owned by them be so included. Registrable Common Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Registering Stockholder shall be sold to the prospective underwriters selected or approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Registering Stockholder who holds Registrable Common Stock being registered in any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such underwriting agreement. The Company may withdraw any registration statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Registering Stockholder. If, prior to the Exit Event, the IMC Stockholders are entitled to register Registrable Common Stock pursuant to this SECTION 7, with respect to any IMC Stockholder who properly requests that all or any part of its Registrable Common Stock be included in such registration, the Apollo Investors shall deliver, promptly (and in any event within such time as is necessary to permit shares of IMC Common Stock to be disposed of to the underwriters in connection with such offering), a written notice to the Escrow Agent instructing the Escrow Agent to release such number of shares of Company IMC Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested as are entitled to be included by each registered and sold under this SECTION 7 upon effectiveness of the applicable Registration Statement; provided that such Holder; notice shall state, and (iii) thirdthe IMC Stockholders hereby agree, that the Securities Proceeds from the sale of any other shares of Company such IMC Common Stock and other securities that have been requested shall be remitted directly to the Escrow Agent to be so included by any other personheld in accordance with the terms of the Escrow Agreement.

Piggyback Registration Rights. (a) If In addition to the Demand Registration rights provided in Section 2 hereof, if the Company shall at any time determine to register shares (including pursuant to a Demand Registration if the Shareholder has made an assignment as permitted by Section 9 hereof) of Class A Stock or other equity security (the "Original Shares") under the 1933 Act for the purpose of making an underwritten public offering thereof (the "Piggyback Offering"), the Company has registered or has determined shall give written notice thereof to register any of its securities for its own account or for the account of other security holders of Shareholder as promptly as practicable. If and to the Company on any registration form extent requested by the Shareholder in writing (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of which request shall specify the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion Participating Holders and number of the Registrable Securities (a “Piggyback Registration”)to be registered by each) within fifteen days after receipt of any such notice, the Company will give use its best efforts to register Registrable Securities held by Participating Holders concurrently with the Holders written notice thereof promptly (but Original Shares and on the same terms and conditions as the Piggyback Offering, unless in no event less than 15 days prior the opinion of the managing underwriters of such offering it would be desirable not to include such additional Registrable Shares in order to permit the anticipated filing date) and, subject orderly sale at a reasonable price of the Original Shares. In connection with any Piggyback Offering in which Registrable Securities are included at the request of the Shareholder pursuant to this Section 2.023 hereof, the Shareholder shall include be solely responsible for fees and expenses of counsel of any Participating Holders and underwriting discounts and commissions attributable to such Registrable Securities, and all other expenses incident to the Piggyback Offering (including without limitation the expenses set forth in Section 2(e)(i)) shall be borne by the Shareholder in the same proportion that the amount of securities to be sold in the Piggyback Offering by the Participating Holders bears to the aggregate amount of all securities to be sold in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personoffering.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined ------------------------------- shall determine to register under the Securities Act (including pursuant to a demand of any security holder of the Company exercising registration rights) any of its Common Stock (except securities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely pursuant to employee benefit plans eligible for registration on SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), it shall send to Siena and to each of the Holder(s) written notice of such determination at least thirty (30) days prior to each such filing and, if within twenty (20) days after receipt of such notice, any Holder shall so request in writing, the Company shall use its own account best efforts to include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant Securities (collectively referred to in this Article VI as ---------- "Registrable Securities") that such Holder requests to be registered, provided, ---------------------- however, that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent that any Registrable Securities remain available for registration after the underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Holder requesting inclusion only the product of : (i) the number of Registrable Securities with respect to which such Holder has requested inclusion hereunder and (ii) such Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of which Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which are included in any underwritten offering under this Section 6.01 shall be sold upon ------------ such terms as the managing underwriters shall reasonably request but in any event shall be upon terms not less favorable than those upon which any other selling security holder shall sell any of its securities. If any Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice 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 ------------------- 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 the Company Underwriter delivers a written opinion to the Holders that the total amount or kind of securities which they, the Company and any other Persons intend to include in such offering (the "Total Securities") is ---------------- sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or kind of securities to be offered for the account of other security holders 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 Company on any registration form (other than Form S-4 Total Securities, then the amount or S-8 or a successor form, or kind of securities to be offered for the account of the Holders and any other form if substantially all of Persons shall be reduced pro rata to the proceeds thereof are extent necessary to be used reduce the Total Securities to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), amount recommended by the Company will give Underwriter. Notwithstanding the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to provisions of this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder6.01, the Company shall include as have the right, at any time after it shall have ------------ given written notice pursuant to this Section 6.01 (irrespective of whether a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration ------------ written request for inclusion of Registrable Securities in accordance with this Section 2.02(ashall have been made), pro rata on to elect not to file any such proposed registration statement or to withdraw the basis of same after the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by filing and prior to the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personeffective date thereof.

Piggyback Registration Rights. (a) If at any time If, after the Company has registered or has determined Effective Time, Parent proposes to register any shares of Parent Common Stock for itself or any of its securities for its own account shareholders (the shareholders at such time being the "Existing Holders") under the Securities Act on a Registration Statement on Form S-1, Form S-2 or for the account of other security holders of the Company on any Form S-3 (or an equivalent general registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”then in effect), the Company will Parent shall give the Holders written notice thereof promptly (but in no event less than 15 of such proposal to the Significant Shareholders at least 10 days prior to before the anticipated filing date) and, subject to this Section 2.02, . Such notice shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion specify the number of shares of Company Parent Common Stock and other securities proposed to be included registered, the proposed filing date of such Registration Statement, any proposed means of distribution of such shares and the proposed managing underwriter, if any. Subject to Section 5.16(b), upon the written request of any Significant Shareholder, given within 10 days after the receipt of any such written notice by facsimile confirmed by mail (which request shall specify the shares of Parent Common Stock intended to be disposed of by the Significant Shareholder), Parent shall use commercially reasonable efforts to include in the Registration Statement the shares of Parent Common Stock referred to in the Significant Shareholder's request; provided, however, that if such Registration Statement relates to a Public Offering, then any participation in such registration exceeds Public Offering by the Maximum Number of Shares, Significant Shareholder shall be on substantially the Company shall include in such registration: same terms as the Parent's (ior its other shareholders') first, participation therein; and provided further that the number of shares of Company Parent Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who in any such Public Offering shall not exceed the maximum number that the managing underwriter of such Public Offering considers in its reasonable commercial judgment to be appropriate based on market conditions and other relevant factors (the "Maximum Number"). A Significant Shareholder shall have requested registration the right to withdraw a request to include shares of Registrable Securities Parent Common Stock in accordance with any Public Offering pursuant to this Section 2.02(a), pro rata on 5.16 by giving written notice to Parent of its election to withdraw such request at least five business days prior to the basis proposed effective date of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personRegistration Statement.

Piggyback Registration Rights. (a) If If, at any time after the Company has registered Effective Time, and with respect to a Stockholder who is not an officer or has determined director of EDT or otherwise an affiliate, until such Stockholder is able to sell all of such holder's remaining shares of EDT Stock pursuant to Rule 144(k) under the Securities Act within a ninety (90) day period, EDT proposes to register any of its equity securities under the Securities Act on any form other than Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor formaccount, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company EDT will in each such case give the Holders prompt written notice thereof promptly (but and in no any event less than 15 days at least twenty (20) business days' prior written notice prior to the anticipated filing dateof such registration statement) andto the Stockholders of its intention to do so, subject such notice to this Section 2.02specify the securities to be registered, shall the proposed numbers and amounts thereof and the date not less than twenty (20) days thereafter by which EDT must receive the Stockholders' written indication of whether the Stockholders wish to include their EDT Stock in such registration all Registrable Securities requested to be included therein pursuant to statement and advising the Stockholders of their rights under this SECTION 6.15. Upon the written request of one any Stockholder made on or more Holders received within 10 days after delivery of before the Company’s notice. If requested by any Holder, the Company date specified in such notice (which request shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion specify the number of shares of Company Common EDT Stock and other securities proposed intended to be included in disposed of by such registration exceeds Stockholder), EDT will, to the Maximum Number of Sharesextent permitted under subsection (d) below, the Company shall include in use its best efforts to cause all such registration: (i) first, the number of shares of Company Common Stock and other EDT Stock, with respect to which the Stockholders have so requested the registration, to be registered under the Securities Act (with the securities that EDT at the Company proposed time proposes to sell; register or, in the case of a registration on Form S-4, on a separate Form S-3), to the extent required to permit the sale or other disposition (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversionintended methods thereof as aforesaid) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other Stockholders of the shares of Company Common EDT Stock and other securities that have been requested to be so included by any other personregistered.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined proposes to register any of its securities under the Securities Act other than (a) under employee compensation or benefit programs, (b) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, or (c) securities to be issued in a transaction described in Rule 145(a) promulgated under the Securities Act, whether or not for sale for its own account or for account, and the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits may be used for the inclusion registration of the Registrable Securities (a “Piggyback Registration”)Securities, the Company will give the Holders prompt written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject Holders of Registrable Securities of its intention to this Section 2.02, shall effect such a registration and will include in such registration all Registrable Securities requested with respect to be included which the Company has received written requests for inclusion therein pursuant to the written request of one or more Holders received within 10 15 days after delivery the receipt of the Company’s notice's notice (a "PIGGYBACK REGISTRATION"). If requested by any Holder, the The Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect use its reasonable best efforts to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and cause the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities a proposed underwritten offering to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by permit the Registrable Securities requested to be included in the registration statement (or registration statements) for such offering to be included therein on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the Company gives notice of such a proposed registration, the total number of Registrable Securities which shall be included in such registration shall be reduced pro rata (on the basis of the estimated proceeds from the sale thereof) to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities proposed to be offered by each the Company in such Holderoffering; provided however, that (i) if such Piggyback Registration is incident to a primary registration on behalf of the Company, the securities to be included in the registration statement (or registration statements) for any Person other than the Holders, the Bargx Xxxders (if the Bargx Xxxders have exercised their rights under Section 3 of the Bargx Xxxeement) and the Company shall be first reduced prior to any such pro rata reduction and (iiiii) thirdif such Piggyback Registration is incident to a secondary registration on behalf of holders of securities of the Company, the securities to be included in the registration statement (or registration statements) for any Person not exercising "demand" registration rights other than the Holders and the Bargx Xxxders (if the Bargx Xxxders have exercised their rights under Section 3 of the Bargx Xxxeement) shall be first reduced prior to any such pro rata reduction; provided, further, that if (1) the Holders have made a request under this Section 3 and the Bargx Xxxders have made a request under Section 3 of the Bargx Xxxeement and (2) all of the Registrable Securities of the Holders and all of the Bargx Xxxurities of the Bargx Xxxders cannot be included in the registration statement(s) under the terms of such sections, the total number of Registrable Securities of the Holders and the Bargx Xxxurities of the Bargx Xxxders which shall be included in such registration shall be reduced pro rata to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities proposed to be offered by the Company in such offering. Subject to any applicable underwriting agreement, any other shares Holder of Registrable Securities may withdraw at any time any Registrable Securities registered under this Section 3. No registration effected under this Section 3 shall relieve the Company Common Stock and other securities that have been requested of its obligation to be so included by effect any other personregistration upon request under Section 2.

Piggyback Registration Rights. The Company shall, at least ------------------------------- thirty (a30) If at days prior to the filing of any time Registration Statement under the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form Securities Act (other than a Registration Statement on Form S-4 or S-8 or a any successor form, forms) relating to the public offering of any class of its equity securities by the Company or any other form if substantially all Holder or any Other Approved Holder, give written notice of such proposed filing and of the proceeds proposed date thereof are to be used each Holder and to finance all Other Approved Holders, and if, on or before the tenth (l0th) day following the date on which such notice is given, the Company shall receive a written request from any publicly-announced acquisition) which permits Holder or any Other Approved Holder, requesting that the inclusion Company include among the securities covered by such Registration Statement some or all of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in owned by such registration all Registrable Securities requested to be included therein pursuant to the written request Holder or shares of one or more Holders received within 10 days after delivery of the Company’s notice. If requested Common Stock owned by any HolderOther Approved Holders, the Company shall include such Registrable Securities and shares of Common Stock owned by Other Approved Holders in such Registration Statement, if filed. Except as a selling security holder may otherwise be provided in the applicable Registration Statement any Designated Secured Lender this Agreement, Registrable Securities and shares of the applicable Holder Common Stock owned by Other Approved Holders with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If which a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise request for registration has been received will be registered by the Company and offered to the Investor Representative that in their reasonable opinion public on the number of shares of Company Common Stock same terms and other securities proposed subject to the same conditions applicable to the piggyback registration to be included in such registration exceeds the Maximum Number of Shares, sold by the Company or by the other Persons selling under such piggyback registration. The Company shall include in be under no obligation to complete any offering of its securities it proposes to make under this subparagraph (b) and shall incur no liability to any Holder or any Other Approved Holder for its failure to do so, notwithstanding the request of any such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed Holder or any Other Approved Holder to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included participate therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a2(b). In connection with any registration covered by this subparagraph (b) involving any underwriting of securities, pro rata on the basis Company shall not be required to include any Holder's Registrable Securities or shares of Common Stock owned by other Approved Holders in such registration unless such Holder or other Approved Holder accepts the terms of the aggregate number of shares of underwriting as agreed upon between the Company Common Stock represented (including or other persons who have the right to agree upon exercise or conversionthe underwriting terms relating to such offering) by and the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personunderwriters.

Piggyback Registration Rights. Reference is hereby made to the Amended and Restated Shareholders Agreement dated as of February 16, 1996, by and among Wastequip and certain security holders of Wastequip (a) If at any the "Wastequip Shareholders Agreement"), a copy of which is attached hereto as Exhibit A and incorporated herein by reference. Section 5.2 of the Wastequip Shareholders Agreement provides that each time Wastequip shall determine to proceed with the Company has registered or has determined to register actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale of any of its securities for its own account by Wastequip or for the account by any of other Wastequip's security holders of the Company on any registration form (other than on Form S-4 or Form S-8 or a any successor formor similar forms), or any other form if substantially Wastequip will give written notice of such determination to all of the proceeds thereof holders of its securities which are to be used to finance any publicly-announced acquisition) which permits the inclusion issued and outstanding as of February 16, 1996. Section 5.2 of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to Wastequip Shareholders Agreement further provides that upon the written request of one or more Holders received any such security holder given to Wastequip within 10 20 days after delivery the mailing of any such notice by Wastequip, that Wastequip will, except as otherwise provided in the Wastequip Shareholders Agreement, cause all of the Company’s notice. If Wastequip Shares which such holders have requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed be registered to be included in such registration exceeds statement, subject to the Maximum Number reasonable request of Shares, the Company shall include in any underwriters selected by Wastequip that all or any portion of such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to Wastequip Shares be included therein by all Holders who have requested excluded from such registration of Registrable Securities in accordance with this Section 2.02(a)statement, pro rata on among the basis holders thereof. Wastequip hereby grants to the Holder the same piggyback registration rights as are granted to the security holders of the aggregate number Wastequip as of shares of Company Common Stock represented February 16, 1996 who are not Schedule I Shareholders (including upon exercise or conversion) by the Registrable Securities requested to be included by each as such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person.term is

Piggyback Registration Rights. (a) If Subject to the terms of this section 8, if, at any time during the Exercise Period, the Company has registered or has determined proposes to register any of its equity securities for its own account under the Act (other than a registration statement (i) on Form S-8 or for the account any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such form or in connection with any merger, consolidation, acquisition or exchange offer, (iii) in connection with a rights offering exclusively to existing holders of other security holders Common Stock, (iv) in connection with an offering solely to employees of the Company on any registration form (other than Form S-4 or S-8 or a successor formits subsidiaries, or any other form if substantially all (v) relating to a transaction pursuant to Rule 145 of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”Act), the Company it will give the Holders written notice thereof promptly by registered mail, at least thirty (but in no event less than 15 30) days prior to the anticipated filing dateof each such registration statement, to the Holder of its intention to do so. If Holder notifies the Company within twenty (20) and, subject days after receipt of any such notice of its desire to this Section 2.02, shall include any Warrant shares held by such Holder or Warrant shares underlying Warrants held by such Holder in such proposed registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holderstatement, the Company shall include as a selling security holder in the applicable Registration Statement afford any Designated Secured Lender such Holder of the applicable opportunity to have any such Warrant shares held by such Holder with respect or Warrant shares underlying Warrants held by such Holder, registered under such registration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 8, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 8 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the Registrable Securities of the applicable Holder, subject to Section 3.04effective date thereof. If a Piggyback Registration is initiated as a an underwritten primary underwritten offering registration on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative in writing that in their reasonable opinion based upon market conditions the number of shares of Company Common Stock and other securities proposed requested to be included in such registration exceeds the Maximum Number number that can be sold in such offering of Shareswould impair the pricing of such offering, the Company shall will include in such registration: registration (i) first, the number of shares of Company Common Stock and other securities that the Company proposed proposes to sell; , (ii) second, up to the full number of shares of Company applicable Common Stock and other Registrable Securities requested to be included therein in such registration by all Holders who have holders of Common Stock with prior or superior piggyback registration rights, (iii) third, the number of applicable total Warrant shares requested registration of Registrable Securities to be included in accordance with this Section 2.02(a)such registration, pro rata among the Holders of the Warrant Agreements on the basis of the aggregate number of shares requested by such Holders of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested Warrant Agreements to be included by each and which, in the opinion of the managing underwriter, can be sold without adversely affecting the price range or probability of success of such Holder; offering, and (iiiiv) thirdfourth, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personin such registration.

Piggyback Registration Rights. (a) 5.1 If the Company at any time proposes to register under the Securities Act any Common Stock or any security convertible into or exchangeable or exercisable for Common Stock, whether or not for sale for its own account, on a form and in a manner which would permit registration of the Common Stock held by a Stockholder for sale to the public under the Securities Act (other than pursuant to Form S-4 or Form S-8 or successor or similar forms), the Company has registered shall give written notice of the proposed registration to each Stockholder not later than thirty (30) days prior to the filing thereof. Each Stockholder shall have the right to request that all or has determined to register any part of his or its securities Registrable Common Stock be included in such registration. Any such registration that the Company proposes for its own account shall be referred to as a "PRIMARY REGISTRATION" and any such registration that the Company proposes that is not for its own account shall be referred to as a "SECONDARY REGISTRATION." Each Stockholder can make such a request by giving written notice to the Company within ten (10) Business Days after the giving of such notice by the Company (any Stockholder giving the Company a notice requesting that the Registrable Common Stock owned by it be included in such proposed registration being hereinafter referred to in this SECTION 5 as a "REGISTERING STOCKHOLDER"); PROVIDED, HOWEVER, that if the Company or the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company, all Registering Stockholders and all other Stockholders of the Company entitled to register securities in connection with any offering ("OTHER REGISTERING HOLDERS") propose to include in such registration statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities which the Company proposes to sell in a Primary Registration, second, the Registrable Common Stock of such Registering Stockholders who are Apollo Stockholders, and third, the Registrable Common Stock to be sold for the account of other security holders Other Registering Holders (including the IMC Stockholders) and shares to be registered for the account of the Company on any registration form (other than Form S-4 or S-8 or in a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Secondary Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata among all such Registering Stockholders and such Other Registering Holders, taken together, on the basis of the aggregate number relative percentage of shares of Company Registrable Common Stock represented (including upon exercise owned by all such Registering Stockholders and such Other Registering Holders who have requested that securities owned by them be so included. Registrable Common Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Registering Stockholder shall be sold to the prospective underwriters selected or conversion) approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Registering Stockholder who holds Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock being registered in any offering shall have the right to receive a copy of the form of underwriting agreement and other securities that shall have been requested an opportunity to be so included by hold discussions with the lead underwriter of the terms of such underwriting agreement. The Company may withdraw any other personregistration statement at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Registering Stockholder.

Piggyback Registration Rights. (a) If If, at any time after the date hereof, the Company has registered or has determined proposes to register any Common Stock under the Securities Act, whether as a result of its securities for its own account a primary or for the account secondary offering of Common Stock or pursuant to registration rights granted to holders of other security holders securities of the Company (whether as a demand registration right or a Form S-3 registration right, but excluding in all cases any registrations to be effected on any registration form (other than Form Forms S-4 or S-8 or a other applicable successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”Forms), the Company will shall, each such time; give to the Holders holding Registrable Securities written notice thereof promptly of its intent to do so. If, within twenty (but in no event less than 15 20) days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in of giving such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall receive from a Holder a written request to include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the its Registrable Securities of the applicable Holderin such registration, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their shall use commercially reasonable opinion the number of shares of Company Common Stock and other securities proposed efforts to cause to be included in such registration exceeds the Maximum Number Registrable Securities of Sharessuch selling Holder, to the Company shall include in such registration: extent requested to be registered; provided, however, that (i) first, such selling Holder agrees to sell those of its Registrable Securities to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register and (ii) in the event (x) the registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising registration rights pursuant to any other agreement with the Company and (y) the proposed managing underwriter advises the Company that in its opinion the inclusion of such selling Holder’s Registrable Securities (without any reduction in the number of shares to be sold for the account of the Company or such party exercising registration rights) is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock and other securities that offered, then the Company proposed to sell; (iirights of such selling Holder shall be as provided in Section 5.3(b) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personhereof.

Piggyback Registration Rights. (aThe Company covenants and agrees ----------------------------- with the Representative and any other or subsequent Warrant Holder(s) If that if, at any time within the Company has registered or has determined period commencing on the first anniversary of the Effective Date and ending at the Close of Business on the day immediately preceding the seventh anniversary of the Effective Date, it proposes to register any class of its securities for its own account or for security under the account of other security holders Act in a primary registration on behalf of the Company or in a secondary registration on any behalf of holders of such securities and the registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion may be used for registration of the Registrable Securities (a “Piggyback Registration”)Shares or other securities for which the Warrants become exercisable, the Company will give the Holders prompt written notice thereof promptly (but which, in no event less the case of a registration pursuant to the exercise of demand registration rights other than 15 those provided in Section 12(a) of this Agreement, shall be within 10 business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 45 days prior to such filing) to each Warrant Holder (regardless of whether the anticipated filing dateWarrant Holder shall have theretofore availed himself or herself of the right provided in Section 12(a)) and, subject at the addresses appearing on the records of the Company of its intention to this Section 2.02, shall effect a registration. The Company will offer to include in such registration all Registrable Securities requested such number of Shares or other securities for which the Warrants are exercisable with respect to be included which the Company has received written requests for inclusion therein pursuant to the written request of one or more Holders received within 10 days after delivery receipt of notice from the Company’s notice. If requested by any Holder; provided, that if such registration is to be underwritten, the Company -------- shall not be required to include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and Shares or other securities proposed to be included for which the Warrants become exercisable in such registration exceeds to the Maximum Number of Shares, extent the Company shall include managing underwriter(s) determines in good faith that such inclusion would materially adversely affect the offering being made by such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed . All registrations requested pursuant to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion12(b) by the Registrable Securities requested are referred to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person.herein as "Piggyback

Piggyback Registration Rights. (a) If at At any time the Company has registered or has determined before November 14, 2001, whenever Apple proposes to register any of its securities Common Stock for its own account account, or for the account of any other security holders of person holding registration rights, under the Company on any registration form (Securities Act for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on either Form S-1 or Form S-4 or S-8 under the Securities Act (or a successor formto either Form S-1 or Form S-4) (any such offering or issuance being an "Exempt Offering"), or any other form if substantially all Apple will give each Stockholder written notice of the proceeds thereof are its intent to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities do so (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 "Registration Notice") at least 20 days prior to the anticipated filing date) and, subject of the related registration statement with the Commission. Such notice shall specify the approximate date on which Apple proposes to this Section 2.02, file such registration statement and shall include contain a statement that the Stockholders are entitled to participate in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company offering and shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion set forth the number of shares of Company Registrable Common Stock (as hereinafter defined) that represents the best estimate of the lead managing underwriter (or if not known or applicable, Apple) that will be available for sale by the holders of Registrable Common in the proposed offering. If Apple shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and other securities proposed conditions as Apple in the public offering to be included which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 2. Each Stockholder desiring to participate in such registration exceeds offering shall notify Apple no later than ten days following receipt of the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis Registration Notice of the aggregate number of shares of Company Registrable Common that such Stockholder then desires to sell in the offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock represented (including upon exercise or conversion) to be offered and sold by the Registrable Securities requested Apple to be included therein. If the lead managing underwriter selected by each such Holder; and Apple for a public offering (iiior, if the offering is not underwritten, a financial advisor to Apple) third, any other determines that marketing factors require a limitation on the number of shares of Company Registrable Common Stock and other securities that have been requested to be offered and sold in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, PROVIDED that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so included notifies Apple in writing, the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a pro rata basis based on their holdings of Registrable Common. Apple shall have the right at any time to reduce the number of shares requested by any other personStockholder to be included in such registration to the extent that Apple reasonably concludes that inclusion of such shares is likely to jeopardize the non-recognition status under the Code of any acquisition transaction consummated pursuant to any of the acquisition agreements entered into by Apple and one of its founding orthodontic practices; PROVIDED that any determination to exclude shares from any such registration pursuant to this provision shall be based on advice of tax counsel to Apple or its independent accountants.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined proposes to register any make an underwritten offering of its securities for its own account common stock or for the account of other security holders classes of securities held by the Company on any registration form Investor or if another holder of Shares proposes to make an underwritten offering, the Investor shall be entitled to sell Shares in such offering subject to compliance with Sections 2.5(a) and (other than Form S-4 or S-8 or a successor formb); provided, or any other form however, that if substantially all the managing underwriter advises that the number of the proceeds thereof are Shares sought to be used to finance any publicly-announced acquisition) which permits included by the inclusion of the Registrable Securities (a “Piggyback Registration”)Investor in such offering would create an Overhang Risk, the Company number of Shares to be sold by the Investor will give the Holders written notice thereof promptly (but be reduced on a pro rata basis with other shareholders entitled to participate in no event less than 15 days prior such offering to the anticipated filing date) and, subject extent not inconsistent with existing contractual obligations. The Investor may not include Shares in underwritten offerings pursuant to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to 3.5 if the written request Investor owns Shares representing less than 1% of one or more Holders received within 10 days after delivery the outstanding shares of Common Stock of the Company’s notice. If requested by The Company may grant other holders of its shares of common stock the right to include any Holder, the Company shall include as a selling security holder or all of such holders’ shares in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering registration statement filed on behalf of the Investor, subject in the case of an underwritten offering to there not being an Overhang Risk. The Investor hereby expressly acknowledges that the Company has granted certain registration rights pursuant to the Registration Rights Agreement, dated as of October 26, 2004, among the Company, Sunstone Hotel Investors, L.L.C., Sunstone/WB Hotel Investors IV, LLC, WB Hotel Investors, LLC and Sunstone/WB Manhattan Beach, LLC (the managing underwriters advise “Xxxxxxxxx Registration Rights Agreement”) and pursuant to the Registration Rights Agreement, dated as of the date hereof between the Company and BIP REIT Private, Ltd. (the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock BIP REIT Registration Rights Agreement”) and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed may use the same registration statement to sell; (ii) secondsatisfy its obligations under the Xxxxxxxxx Registration Rights Agreement, the number of shares of Company Common Stock BIP REIT Registration Rights Agreement and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personAgreement.

Piggyback Registration Rights. (a) If the Company shall at any time determine to proceed with the Company has registered or has determined to register actual preparation and filing of a registration statement under the Act in connection with a proposed offer and sale of any of its equity securities for by it or any of its own account or for the account of other security holders of the Company on any registration form (other than a registration statement on Form S-4 X-0, X-0 or S-8 other limited purpose form or a successor form, an exchange offer or any other form if substantially all offering of securities solely to the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”Company’s existing stockholders), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior of its determination to all record holders of the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to Securities. Upon the written request from any holders of one or more Holders received the Securities, within 10 15 days after delivery receipt of any such notice from the Company’s notice. If requested by any Holder, the Company shall include will, except as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder herein provided, cause all such Registrable Securities with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If which a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed request for inclusion has been received to be included in such registration exceeds statement, all to the Maximum Number extent required to permit the sale or other disposition by the prospective seller or sellers of Sharesthe Registrable Securities to be so registered; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration under this Section 10(b). If any registration pursuant to this Section 10(b) shall be underwritten in whole or in part, the Company shall include may require that the Registrable Securities requested for inclusion pursuant to this Section 10(b) be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such registration: event, the holders requesting inclusion in the registration statement shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration (ithe "Requested Stock") firstwould reduce the number of shares which could be sold by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Company Common Requested Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested otherwise to be included therein in the underwritten public offering may be reduced pro rata (by all Holders who have requested number of shares) among the holders thereof requesting such registration pursuant to the "piggyback" registration rights herein or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The obligation of the Company under this Section 10(b) shall not apply to Registrable Securities in accordance with this Section 2.02(a), pro rata on that at such time are eligible for immediate resale pursuant to Rule 144 under the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personAct without volume limitation.

Piggyback Registration Rights. (a) If 1.1 If, at any time after 180 days following the date of the closing of Parent's initial public offering of shares of its common stock ("Common ------ Stock") pursuant to a registration statement on Form S-1 under the Securities ----- Act of 1933, as amended (the "Securities Act")(if any), the Company has registered or has determined proposes -------------- to register Common Stock under the Securities Act in connection with any offering of its securities for its own account or for the account of other security holders of the Company on any registration form Common Stock (other than a registration statement on Form S-4 or S-8 or a successor formForm S-4, or their successors, or any other form if for a limited purpose or which otherwise does not include at least substantially all of the proceeds thereof are same information as would be required to be used included in a registration statement covering the sale of registrable securities, or any registration statement covering only securities proposed to finance any publicly-announced acquisition) which permits the inclusion be issued in exchange for securities or assets of the Registrable Securities (a “Piggyback Registration”another entity), whether or not for its own account, the Company will give the Holders written notice thereof promptly shall furnish prompt (but in no event less later than 15 fourteen (14) days prior to the anticipated filing dateof the applicable registration statement) and, subject written notice to this Section 2.02, shall include in Stockholder of its intention to effect such registration all Registrable Securities requested to be included therein pursuant to and the intended method of distribution in connection therewith. Upon the written request of one or more Holders received Stockholder made to the Company within 10 fourteen (14) days after delivery of the furnishing such notice by the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: registration the requested number of Shares (the "Registrable Securities"), subject to the provisions hereof and ---------------------- other customary terms, conditions, limitations and cut-backs relating to the registration of securities generally and any restrictions on transfer of Shares pursuant to any agreement between Stockholder and the Company; provided, that all rights granted to Stockholder pursuant to this Section 1 -------- shall terminate with respect to any Registrable Securities held by Stockholder upon the earliest to occur of (i) firstthe time when all of the Registrable Securities may immediately be sold pursuant to Rule 144 under the Securities Act within any ninety (90) day period, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number upon any sale of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested pursuant to be included by each such Holder; and a registration statement or Rule 144 under the Securities Act or (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personthe date two (2) years after the date hereof.

Piggyback Registration Rights. (a) If the Company at any time the Company has registered or has determined proposes to register file a registration statement with respect to any class of its securities equity securities, whether for its own account (other than the Current Registration Statements or in connection with any registration statement contemplated a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), or a registration statement filed in connection with an exchange offer or offering or securities solely to the Company's existing Purchaser), or for the account of other security holders a holder of securities of the Company on (a "Requesting Purchaser"), then the Company shall in each case give written notice of such proposed filing to the Purchaser at least fifteen (15) Business Days before the anticipated filing date of any such registration form (other than Form S-4 statement by the Company, and such notice shall offer to the Purchaser the opportunity to have any or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), held by the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be Purchaser included in such registration exceeds statement. If the Maximum Number Purchaser desires to have its Registrable Securities registered under this Section 2, the Purchaser shall so advise the Company in writing within fifteen (15) days after the date of Sharesreceipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registration Statement all such Registrable Securities so requested to be included therein by all Holders who have requested registration therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of Registrable Securities any such proposed public offering advises the Company in accordance with this Section 2.02(awriting that the total amount or kind of securities which the Purchaser, the Company and any other persons or entities intended to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then (A) the amount or kind of securities to be offered for the accounts of the Company and holders of securities of the Company (except for the Purchaser), to the extent that the Company did not initiate such registration for its own account or such holders of securities are not Requesting Purchasers, shall first be reduced pro rata on rata, and (B) if the basis amount of securities to be offered for such accounts is reduced to zero, to the extent further reduction is necessary, the amount or kind of securities to be offered for the account of the aggregate number Purchaser shall next be reduced to the extent necessary to reduce the total amount or kind of shares of Company Common Stock represented (including upon exercise securities to be included in such proposed public offering to the amount or conversion) kind recommended by such managing underwriter or underwriters before the securities offered by the Registrable Securities requested Company, to the extent the Company has initiated the registration for its own account, or any Requesting Purchaser, are so reduced. If the securities proposed to be included by the Purchaser are reduced, then number of registration requests permitted to the Purchaser shall be increased by one for each such Holder; and (iii) thirdreduction. Notwithstanding the foregoing, the Company may withdraw any other shares of Company Common Stock and other securities registration statement that have been requested is subject to be so included by this Section 2 at any other persontime prior to the time it became effective.

Piggyback Registration Rights. (a) If at any time following the completion of an IPO Event the Company has registered proposes to effect another Registration, whether or has determined to register any of its securities not for sale for its own account and (subject to the provisions of Section 9.1 above) whether or for not pursuant to the account exercise of other security holders any of the Company on any demand registration form (other than Form S-4 or S-8 or rights referred to in Section 9.1 hereof, in a successor form, or any other form if substantially all manner which would permit Registration of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)for sale to the public under the Securities Act, it will each such time, subject to the Company will provisions of Sections 9.1 and 9.2(c) hereof, give the Holders prompt written notice thereof promptly (but in no event less than 15 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) anddate of the registration statement relating to such Registration. With respect to the first such Registration following the completion of an IPO Event (the "First Registration"), subject such notice shall offer the Family LP the opportunity to this Section 2.02, shall include in such registration all statement such number of Registrable Securities requested as the Family LP may request. With respect to be included therein pursuant any second or subsequent Registration following the First Registration, such notice shall offer all such Shareholders the opportunity to include in such registration statement such number of Registrable Securities as each such Shareholder may request (subject to the limitations on participation by Management Shareholders set forth in Sections 3.1(b) and 9.3). Upon the written request of one or more Holders received any such Shareholder made within 10 days after delivery the receipt of the Company’s notice. If requested 's notice (which request shall specify the number of Registrable Securities intended to be disposed of by any Holdersuch Shareholder and the intended method of disposition thereof), the Company shall include as a selling security holder will use its best efforts to effect the Registration under the Securities Act and the qualification under any applicable state securities or Blue Sky laws of all Registrable Securities which the Company has been so requested to register by the Shareholders thereof, to the extent required to permit the disposition (in the applicable Registration Statement any Designated Secured Lender accordance with such intended methods thereof) of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities so requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holderregistered; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person.PROVIDED that:

Piggyback Registration Rights. (a) If at any time The Company covenants and agrees with the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or Underwriter and any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion Holders or subsequent Holders of the Registrable Securities that if, at any time within the period commencing one year and ending five years after the Effective Date, it proposes to file a Registration Statement or Offering Statement with respect to any class of security (other than in connection with an offering to the Company's employees) under the Act in a “Piggyback Registration”)primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and the registration form or Offering Statement to be used may be used for registration of the Registrable Securities, the Company will give the Holders prompt written notice thereof promptly (but which in no event less the case of a Registration Statement or notification pursuant to the exercise of demand registration rights other than 15 those provided in Section 10(a) of this Agreement, shall be within 10 business days after the Company's receipt of notice of such exercise, in any event, shall be at least 45 days prior to such filing) to, the anticipated filing dateHolders of Registrable Securities (regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 10(a) and, subject of this Agreement) at the addresses appearing on the records of the Company of its intention to this Section 2.02, shall file a Registration Statement or Offering Statement and will offer to include in such registration all statement or Offering Statement to the maximum extent possible, and limited, in the case of a Regulation A offering, to the amount of the available exemption, subject to sub-paragraphs (i) and (ii) of this paragraph (b), such number of Registrable Securities requested with respect to be included which the Company has received written requests for inclusion therein pursuant to the written request of one or more Holders received within 10 days after delivery the giving of notice by the Company’s notice. If All registrations requested pursuant to this Section 10(b) are referred to herein as "Piggyback Registrations," All Piggyback Registrations pursuant to this Section 10(b) will be made solely at the Company's expense. This paragraph is not applicable to a Registration Statement filed by any Holder, the Company shall include as a selling security holder in with the applicable Registration Statement Commission on Forms S-4 or S-8 or any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personsuccessor forms.

Piggyback Registration Rights. (a) If the Company at any time from the Company has registered or has determined ate of the issuance of this Option through the Expiration Date, proposes to register any of its securities under the ecurities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 and any successor forms thereto), each such time it will gxxx xxxxxen notice to such effect to the Optionee at least 30 days prior to such filing. Upon the written request of the Optionee received by the Company on within 20 days after the giving of any registration form (other than Form S-4 or S-8 or a successor form, or such notice by the Company to register any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion shares of the Registrable Securities (a “Piggyback Registration”)Common Stock, the Company will give cause the Holders written notice thereof promptly (but in no event less than 15 days prior shares of Common Stock as to the anticipated filing date) and, subject to this Section 2.02, which registration shall include in such registration all Registrable Securities have been so requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of securities to be covered by the applicable Holder with respect registration statement proposed to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of be filed by the Company, and all to the managing underwriters advise extent required to permit the Company and sale or other disposition by the Investor Representative that in their reasonable opinion the number Optionee of such shares of Company Common Stock and other securities proposed so registered. Notwithstanding the foregoing, in the event that any registration pursuant to be included this Section 7 shall be, in such registration exceeds the Maximum Number whole or in part, an underwritten public offering of Shares, the Company shall include in such registration: (i) firstCommon Stock, the number of shares of Company Common Stock to be included in such an underwriting may be reduced (pro rata among the requesting Optionees) and the other securities that the Company proposed to sell; selling stockholders (ii) second, based upon the number of shares of Company Common Stock and other Registrable Securities requested to be included therein registered by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on them) if and to the basis extent that the managing underwriter shall be of the aggregate good faith opinion that such inclusion would adversely affect the success of such an underwriting, provided, that such number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested shall not be reduced if any shares of Common Stock are to be included by each in such Holder; and (iii) third, underwriting for the account of any person other than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to file a registration statement for the resale of the shares underlying this Option not included in such underwritten offering within ninety (90) days of the date that the underwritten offering is declared effective by the Securities and Exchange Commission. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 7 without thereby incurring any liability to the Optionees of shares of Common Stock and other securities that have been requested to be so included by any other personStock.

Piggyback Registration Rights. 1.1 If the Company determines to proceed with the preparation and filing with the Securities and Exchange Commission (athe “SEC”) of a registration statement (“Registration Statement”) within one hundred and eighty (180) days after the date of this Agreement 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 of its Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the 1000 Xxx) or their then equivalents relating to equity securities issuable in connection with stock options or other employee benefit plans, then the Company will send to the Investor written notice at least 10 days prior to the filing of any such registration statement. If within 7 days after receipt of such notice the Investor so requests in writing that its shares of Common Stock and shares of Common Stock issuable upon exercise of the Warrants (collectively, “Registrable Securities”) to be included in such Registration Statement, then the Company will use commercially reasonable efforts to include such Registrable Securities therein; provide, however, that if at any time the Company has registered or has determined after giving written notice of its intention to register any of its securities for its own account or for Common Stock and prior to the account of other security holders effective date of the registration statement filed in connection with such registration, the Company on determines for any reason not to register or to delay registration form of such shares at that time, then the Company may, at its election, give written notice of such determination to the Investor and, thereupon, (other than Form S-4 or S-8 or a) in the case of a successor form, or any other form if substantially all of the proceeds thereof are determination not to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)register, the Company will give be relieved of its obligation to register the Holders written notice thereof promptly Registrable Securities, provided, however, that the Company will be obligated to register the Registered Securities in accordance with the terms of this Agreement if the Company thereafter determines to register its Common Stock, and (but b) in no event less than 15 days prior the case of a determination to delay registering, the anticipated filing date) and, subject Company will be permitted to this Section 2.02, shall delay registering the Registrable Securities for the same period as the delay in registering such other shares. The Company will include in such registration statement all or any part of the Registrable Securities requested Securities, provided, however, that the Company will not be required to be included therein register any of the Registrable Shares that are eligible for sale pursuant to the written request of one or more Holders received within 10 days after delivery Rule 144(k) of the Company’s notice1933 Act. If requested by Notwithstanding any Holderother provision in this Agreement, if the Company shall include as receives a selling security holder comment from the SEC which effectively results in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect Company having to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion reduce the number of shares of Company Common Stock and being registered on such Registration Statement, then the Company may, in its sole discretion, reduce on a pro rata basis along with all other securities proposed shares being registered the number of Registrable Securities to be included in such registration exceeds Registration Statement. In circumstances in which not all of the Maximum Number of SharesRegistrable Securities are registered, the Company shall include in shall, upon written notice from the Investor, take all steps necessary to register such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other unregistered Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on as soon as possible after the basis filing of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the original Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personStatement.

Piggyback Registration Rights. (a) If Subject to Sections 5.03(b) and 5.04, until the one (1)-year anniversary of this Agreement, if the Company at any time the Company has registered or has determined proposes to register any of its securities Company Common Stock or effect a take-down from a shelf Registration Statement for its own account (a “Company Registration”) or for the account of other security holders of the Company on any registration form Purchaser possessing demand rights (other than Form S-4 or S-8 or including in connection with a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisitionRegistration Demand) which permits the inclusion of the Registrable Securities (a “Piggyback Stockholder Registration”) under the Securities Act by registration on Form S-1 or Form S-3 or any successor or similar form(s) (except registrations on any such form or similar form(s) for registration of securities in connection with an employee benefit plan, a dividend reinvestment plan or a merger or consolidation, or incidental to an issuance of securities under Rule 144A under the Securities Act), the Company it will at such time give the Holders written notice thereof as promptly (but in no event less than 15 days prior as reasonably practicable to the holders of Registrable Shares of its intention to do so, including the anticipated filing date) date of the Registration Statement or prospectus supplement, as the case may be, and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) firstif known, the number of shares of Company Common Stock and other securities that the Company are proposed to sell; be included in such Registration Statement or prospectus supplement, as the case may be, and of the rights under this Section 5.03. Upon the written request of a holder of Registrable Shares (ii) second, which request shall specify the maximum number of Registrable Shares intended to be disposed of by such holder and such other information as is reasonably required to effect the registration of such shares of Company Common Stock Stock), made as promptly as practicable and other in any event within fifteen (15) Business Days after the receipt of any such notice (five (5) Business Days if the Company states in such written notice or gives telephonic notice to such Purchaser, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company, subject to Section 5.04, shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities Shares which the Company has been so requested to be included therein register by all Holders who have requested the holders of Registrable Shares; provided, however, 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 or, if applicable, filing of a prospectus supplement with respect to such offering, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to the holders of Registrable Securities in accordance with Shares requesting registration under this Section 2.02(a5.03 (which such holders will maintain in strict confidence) and (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iiiB) thirdin the case of a determination to delay registering, shall be permitted to delay registering any Registrable Shares, for the same period as the delay in registering such other shares of Company Common Stock and other securities that have been requested to be so included by any other personsecurities.

Piggyback Registration Rights. (a) If Subject to the last sentence of this Section 7.2, at any time after a Business Combination, if the Company has registered or has determined shall determine to register proceed with the preparation and filing of a new registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities for by it or any of its own account or for the account of other security holders of the Company on any registration form (other than a registration statement on Form S-4 S-0, X-0 or S-8 or a successor other limited purpose form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior of its determination to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to Purchaser or his nominees. Upon the written request of one or more Holders received from the Purchaser, within 10 15 days after delivery receipt of any such notice from the Company’s notice. If requested by any Holder, the Company shall include will, except as a selling security holder in the applicable Registration Statement any Designated Secured Lender herein provided, cause all of the applicable Holder with respect to the Registrable Securities of covered by such request (the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of “Requested Stock”) held by the Company, and Purchaser making such request (the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed “Requesting Holders”) to be included in such registration exceeds statement (each, a “Piggy-Back Registration”), all to the Maximum Number extent requisite to permit the sale or other disposition by the prospective seller or sellers of Sharesthe Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 7.2 shall be underwritten in whole or in part, the Company shall include may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such registration: event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up (inot to exceed 90 days) firston Registrable Securities not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Company Common Requested Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested otherwise to be included therein in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all Holders other holders of registration rights who are entitled to request and have requested registration inclusion of Registrable Securities their securities or excluded in accordance with this Section 2.02(a), pro rata on their entirety if so required by the basis underwriter. To the extent only a portion of the aggregate number of Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. At such time as the provisions of the registration rights agreement filed as an exhibit to the Registration Statement covering the shares of Common Stock represented (including upon acquired by the Purchaser prior to the IPO may be exercised, the exercise or conversion) by and procedural provisions of such agreement, rather than the provisions of Sections 7.2, 7.3 and 7.4 hereof, shall govern the Registrable Securities requested with respect to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personPiggy-Back Registrations.

Piggyback Registration Rights. Unless all of the Shares issuable upon exercise of this Warrant (athe “Registrable Securities”) If at are included in an effective registration statement with a current prospectus, the Holders of the Purchase Warrants shall have the right for a period of not more than five (5) years from the commencement of the sales of this offering, to include the remaining Registrable Securities as part of any time other registration of securities filed by the Company has registered (other than (i) a registration effected solely to implement an employee benefit plan or has determined a transaction to register which Rule 145 of the Act is applicable, or (ii) a registration statement on Form F-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of its securities this Warrant for sale to the public), whether for its own account or for the account of other security holders one or more shareholders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will shall give the Holders prompt written notice thereof promptly (but in any event no event less later than 15 thirty (30) days prior to the anticipated filing dateof such registration statement) to the Holder of the Company’s intention to effect such a registration and, subject to the remaining provisions of this Section 2.022(f), shall include in such registration all such number of the Registrable Securities that the Holders have (within thirty (30) days of the respective Holder’s receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors require a limit on the number of Class A Ordinary Shares to be included in such registration, including all Shares issuable upon exercise of this Purchase Warrant (if the Holder has elected to include such shares in such Piggyback Registration) and all other shares of common stock proposed to be included in such underwritten offering, the Company shall include in such registration (i) first, the number of Class A Ordinary Shares that the Company proposes to sell and (ii) second, the number of Class A Ordinary Shares, if any, requested to be included therein pursuant to by selling shareholders (including the written request of one or more Holders received within 10 days after delivery Holder) allocated pro rata among all such persons on the basis of the Company’s noticenumber of Class A Ordinary Shares then owned by each such person. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such registration: offering. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2(f) shall terminate on the earlier of (i) first, the number third anniversary of shares the effective date of Company Common Stock the Registration Statement and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other date that Rule 144 would allow the Holder to sell its Registrable Securities requested to during any ninety (90) day period, and shall not be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata applicable so long as the Company’s Registration Statement on the basis of the aggregate number of shares of Company Common Stock represented Form F-1 (including upon exercise or conversionNo. 333-277731) by covering the Registrable Securities requested to be included by each remains effective at such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other persontime.

Piggyback Registration Rights. (a) If If, at any time after the Registration Withdrawal Date, the Company has registered or has determined proposes to register any Common Stock under the Securities Act, whether as a result of its securities for its own account a primary or for the account secondary offering of Common Stock or pursuant to registration rights granted to holders of other security holders securities of the Company (whether as a demand registration right or a Form S-3 registration right, but excluding in all cases any registrations to be effected on any registration form (other than Form Forms S-4 or S-8 or a other applicable successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”Forms), the Company will shall, each such time, give to the Holders holding Registrable Securities written notice thereof promptly of its intent to do so. If, within twenty (but in no event less than 15 20) days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in of giving such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall receive from a Holder a written request to include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the its Registrable Securities of the applicable Holderin such registration, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their shall use commercially reasonable opinion the number of shares of Company Common Stock and other securities proposed efforts to cause to be included in such registration exceeds the Maximum Number Registrable Securities of Sharessuch selling Holder, to the Company shall include in such registration: extent requested to be registered; provided, however, that (i) first, such selling Holder agrees to sell those of its Registrable Securities to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register and (ii) in the event (x) the registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising registration rights pursuant to any other agreement with the Company and (y) the proposed managing underwriter advises the Company that in its opinion the inclusion of such selling Holder’s Registrable Securities (without any reduction in the number of shares to be sold for the account of the Company or such party exercising registration rights) is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock and other securities that offered, then the Company proposed to sell; (iirights of such selling Holder shall be as provided in Section 5.3(b) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personhereof.

Piggyback Registration Rights. (a) If Subject to Section 5.14 and 16.5, at any time following the Company has registered or has determined Closing, whenever the Purchaser proposes to register any of its securities DocuNet Common Stock for its own or others' account or under the Securities Act for the account of a public offering, other security holders than (i) any shelf registration of the Company on any registration form DocuNet Common Stock; (other than Form S-4 or S-8 or a successor form, or any other form if substantially all ii) registrations of the proceeds thereof are shares to be used solely as consideration for acquisitions of additional businesses by the Purchaser and (iii) registrations relating to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)employee benefit plans, the Company will Purchaser shall give the Holders Seller prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received the Seller given within 10 30 days after delivery receipt of the Company’s such notice. If requested by any Holder, the Company Purchaser shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed cause to be included in such registration exceeds all of the Maximum Number DocuNet Common Stock which any such Seller requests. However, if the Purchaser is advised in writing in good faith by any managing underwriter of Shares, an underwritten offering of the Company shall include in such registration: (i) first, securities being offered pursuant to any registration statement under this Section 16.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of Company Common Stock and other securities that such shares which can be offered without adversely affecting the Company proposed to sell; (ii) secondoffering, the Purchaser may reduce pro rata the number of shares offered for the accounts of Company Common Stock such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be sold by persons other than the Purchaser, the Seller, the Founding Companies, the stockholders of the Founding Companies and other Registrable Securities requested stockholders (the "Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be included therein sold by all Holders who have requested registration the Sellers, the Founding Companies, the stockholders of Registrable Securities in accordance with this Section 2.02(a)the Founding Companies and the Other Stockholders, pro rata on based upon the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) held by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personpersons.

Piggyback Registration Rights. (a) If at any time the Company has registered plans to make one or has determined to register any of its securities more Public Offerings for its own account behalf, on behalf of Shareholders other than a Principal Shareholder, on behalf of all of them, or if it has received a Demand Registration Notice pursuant to section 3.2, it shall give each Principal Shareholder which, in each case along with its Affiliates, holds at least 5% of the issued and outstanding Shares (on a non-diluted basis) (other than to the Requesting Shareholder in the case of a Public Offering pursuant to a Demand Registration) written notice of the planned Public Offering at least ten (10) Business Days in advance of filing the preliminary Prospectus or Prospectus supplement for such Public Offering (the account “Piggyback Notice”). Upon receipt of other security holders the Piggyback Notice, each Principal Shareholder thus notified shall have five (5) Business Days to indicate whether it wishes to include a specific number of Eligible Securities in the Public Offering (the “Piggyback Registration Right”), such number not to exceed its proportionate share of the Public Offering, i.e. a fraction the numerator of which corresponds to the product obtained by multiplying (a) the total number of Eligible Securities then held by each Principal Shareholder and its Affiliates by (b) the total number of Subordinate Voting Shares to be included in the Public Offering on behalf of the Company and on any registration form behalf of one or more Shareholders, and the denominator of which corresponds to the total number of Subordinate Voting Shares issued and outstanding immediately before completion of the Public Offering (other than Form S-4 the “Portion Subject to Piggyback Registration”). The Company shall make every commercially reasonable effort to ensure that a receipt or S-8 notice of effectiveness is issued, or a successor formProspectus supplement is filed, or in each case as required, for any other form if substantially all of Prospectus relating to the proceeds thereof Eligible Securities for which the Selling Shareholder exercised its Piggyback Registration Rights and that they are to be used to finance any publicly-announced acquisition) which permits included in the inclusion of the Registrable Securities Public Offering (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that procedures set forth in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company Schedule "A" shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personapply.

Piggyback Registration Rights. (ai) If at any time the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisitionS-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders Subscribers written notice thereof promptly (but in no event less than 15 fifteen (15) days prior to the anticipated filing date) and, subject to this Section 2.027(b)(iv), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders Subscriber received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative Subscribers that in their reasonable opinion the number of shares of Company Common Stock and other securities Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed proposes to sell; and (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by holders of Common Stock and other Registrable Securities, including Subscribers who have provided notice in accordance with this Section 7(b)(i) pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration such holders or as such holders and the Company may otherwise agree. “Maximum Number of Shares” means the number of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested proposed to be included by each such Holder; and in a Registration Statement that can be sold in an underwritten offering without materially delaying or jeopardizing the success of the subject offering (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personincluding the offering price per share).

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined Whenever Licensee proposes to register any of its securities under the Securities Act of 1933 (the “Securities Act”) for its own account or for the account of other security holders of the Company on any registration form sale in a public offering (other than (i) its initial offering to the public generally, (ii) pursuant to a shelf registration pursuant to Rule 415 under the Securities Act, or (iii) a registration on Form S-4 or S-8 or a successor formForm S-4, or the analogous forms permitted to small business issuers pursuant to the Exchange Act), the Licensee will give written notice to the Regents of its intention to effect such a registration. Such notice will offer to the Regents the opportunity to have any other form if substantially or all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities securities held by The Regents included in such registration statement (a “Piggyback Registration”). If the Regents desires to have its securities registered under this Paragraph it will so advise the Licensee in writing within 30 days after the date of receipt of such notice from the Licensee (which request will set forth the amount of securities for which registration is requested), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02the limitations and conditions set forth herein, shall the Licensee will include such securities in such registration all Registrable Securities requested to be included therein pursuant the Piggyback Registration without consideration from the Regents for the cost of registration. The Piggyback Registration rights granted herein is subject to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. following conditions and limitations: (i) If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriter or underwriters advise of any such proposed public offering advises the Company and Licensee that the Investor Representative that in their reasonable opinion total amount of securities which the number of shares of Company Common Stock and other securities proposed purchaser intended to be included in such registration exceeds proposed public offering is sufficiently large to adversely affect the Maximum Number success of Sharessuch proposed public offering, then the Company shall include in such registration: (i) first, amount of the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration offered for the accounts of Registrable Securities in accordance with this Section 2.02(a)the Regents will be reduced pro rata, pro rata on the basis of based upon the aggregate number of shares of Company Common Stock represented security holders requesting such registration (including upon exercise or conversion) except for those securities offered by the Registrable Securities requested Licensee and holders of senior registration rights) of the securities intended to be included by in such offering and the number of securities to be offered for the account of each such Holderholder of the Shares, to the extent necessary to reduce the total amount of securities to be included in such proposed public offering to the amount recommended by such managing underwriter or underwriters before the securities offered by the Licensee are so reduced; and (iiiii) third, any The price at which the shares of the Regents are offered to the public will be the same as the price at which the other shares of Company Common Stock and other the Licensee securities then registered are offered to the public. Notwithstanding the above, if the Licensee registers any securities under the Securities Act, the Licensee will include the securities of the Regents in such registration at the expense of the Licensee. The Regents expressly acknowledges that have been requested the registration rights contained in this Paragraph, including the Piggyback Registration, will be junior in all respects to be so included by any other personthe registration rights the Licensee has granted to the holders of the Licensee’s preferred stock.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined Buyer determines to register under the Securities Act (including pursuant to a demand of any security holder of the Buyer exercising registration rights), any of its Common Stock (except securities for its own account to be issued solely in connection with any acquisition of any entity or for the account business, shares issuable solely upon exercise of other security holders of the Company stock options, shares issuable solely pursuant to employee benefit plans or stock purchase plans, or shares to be registered on any registration form (other than Form S-4 or S-8 or a successor formthat does not permit secondary sales, or and except for any other form if substantially all of registration statement the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits Buyer currently has filed with the inclusion of the Registrable Securities (a “Piggyback Registration”SEC and is not yet effective), it shall give to the Company will give the Holders Seller written notice thereof promptly of such determination at least fifteen (but in no event less than 15 15) days prior to each such filing. If, within five (5) days after receipt of such notice, the anticipated filing date) andSeller so requests in writing, subject the Buyer will use all commercially reasonable efforts to this Section 2.02, shall include all or any part of the Seller’s Common Stock in such registration all Registrable Securities requested statement (to the extent permitted by applicable regulation) that the Seller requests to be included therein pursuant to registered (the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder“Registrable Securities”); provided, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holderhowever, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion (i) the number of shares of Company Registrable Securities may be reduced as required to first accommodate the registration of the Common Stock and other securities proposed held by stockholders of the Buyer as of the date hereof that are entitled to be included registration in such offering, and (ii) in the event any registration exceeds the Maximum Number pursuant to this Section 5.10 shall be, in whole or in part, an underwritten public offering of Shares, the Company shall include in such registration: (i) firstCommon Stock, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested in such an underwriting may be reduced if and to the extent that the managing underwriter is of the opinion that such inclusion would materially and adversely affect the marketing of the securities to be sold therein. The registration of the Seller’s Common Stock pursuant to this Section 5.10 shall be at the expense of the Buyer; provided, however, the Seller shall be responsible for all commissions and discounts, if any, related to the registration of the Seller’s Common Stock. Any Registrable Securities which are included in accordance with any underwritten public offering under this Section 2.02(a), pro rata on 5.10 will be sold upon such terms as the basis managing underwriters reasonably request. If the Seller disapproves of the aggregate number terms of shares such underwriting, the Seller may elect to withdraw therefrom by written notice to the Buyer and the underwriter. Notwithstanding the foregoing provisions, the Buyer may withdraw any registration statement referred to in this Section 5.10 without thereby incurring any liability to the Seller. The rights granted to Seller pursuant to this Section 5.10 shall also extend to any stockholder or affiliate of Company the Seller to whom all or any portion of the Seller’s Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personis transferred.

Piggyback Registration Rights. (a) If at any time The Company agrees that if, after the Company has registered or has determined to register any date hereof, the Board shall authorize the filing of its securities for its own account or for a registration statement under the account of other security holders of the Company on any registration form Securities Act (other than a registration statement on Form S-4 or S-8 or a successor formS-0, Xxxx X-0 or any other form if that does not include substantially all the same information as would be required in a form for the general registration of securities) in connection with the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion proposed offer of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request shares of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf Common Stock of the Company, and the managing underwriters advise the Company shall: (A) promptly notify Vivid that such registration statement will be filed and that the Investor Representative that in their reasonable opinion Shares issued pursuant to this Agreement and then held by Vivid (hereinafter the number of shares of Company Common Stock and other securities proposed to “Registrable Securities”) may be included in such registration exceeds statement at the Maximum Number request of Shares, Vivid; (B) use its commercially reasonable efforts to cause the Company shall registration of such Registrable Securities that Vivid requests to be registered; and (C) use its commercially reasonable efforts to cause such registration statement to become effective as promptly as reasonably practicable. If Vivid desires to include in such registrationregistration statement all or any part of the Registrable Securities held by /it, it shall, within ten (10) days after the above-described notice from the Company, so notify the Company in writing. If Vivid decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, Vivid shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Notwithstanding the foregoing, if any of the Specified Stockholders at any time desire to register any shares of stock of the Company held by them: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed shall, at Vivid’s option, use its commercially reasonable efforts to sell; cause registration of the Restricted Stock, simultaneously with registration of the stock of the Specified Stockholders, to the extent necessary to permit their unrestricted sale and (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities restrictions set forth in accordance with this Section 2.02(a), pro rata on the basis 5 shall immediately terminate should any Specified Stockholders sell stock of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personCompany.

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined proposes to register file a registration statement under the Securities Act with respect to an offering of any shares of its securities Common Stock by the Company for its own account or for the account of other security holders any holder of the Company on Common Stock (including any registration form Holder) (other than a registration statement on Form S-4 or Form S-8 or a successor form, any substitute form that may be adopted by the SEC or any other form if substantially all registration statement filed in connection with an exchange offer or offering of securities solely to the proceeds thereof are Company’s existing security holders or under an employee benefit plan), then the Company shall give written notice of such proposed filing to be used to finance any publicly-announced acquisition) which permits the inclusion Holders of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly as soon as practicable (but in no event less than 15 days prior to before the anticipated filing datedate of such registration statement), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (a “Piggyback Registration”); provided, however, that if SCF elects not to register any Registrable Securities in an offering intended to be an Initial Public Offering, then no Holder shall be entitled hereunder to register any Registrable Securities in such Initial Public Offering. Each Holder of Registrable Securities agrees that the fact that such a notice has been delivered shall constitute confidential information and such Holder agrees not to disclose that such notice has been delivered or effect any public sale or distribution or Common Stock until the earlier of (i) andthe registration statement prepared in connection with such Piggyback Registration has been filed with the SEC and (ii) 20 days after the date of such notice. Subject to Section 3(b) hereof, subject to this Section 2.02, the Company shall include in each such registration Piggyback Registration all Registrable Securities requested to be included therein pursuant in the registration for such offering by written notice to the written request Company within 15 days of one or more Holders received within 10 days after delivery receipt (in accordance with Section 5.1 of the Agreement) of the Company’s noticenotice referred to above; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration for its own account prior to effectiveness of such registration whether or not any Holder of Registrable Securities has elected to include any Registrable Securities in such registration. If requested Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. In connection with any filing of a “shelf” registration statement on Form S-3 (or any comparable or successor form) by any Holderthe Company for the offer and sale of securities by the Company from time to time pursuant to Rule 415, the piggyback registration rights contemplated by this Section 3 for all Holders of Registrable Securities shall apply only at the time that such “shelf” registration statement is filed by the Company shall include as a selling security holder and not in the applicable connection with each offering of securities from such “shelf” registration statement; provided, however, that any Holder of Registrable Securities that exercises its Piggyback Registration Statement any Designated Secured Lender of the applicable Holder rights with respect to the Registrable Securities filing of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed such “shelf” registration statement shall be permitted to be included in any such registration exceeds the Maximum Number offering of Shares, securities by the Company shall include in from such registration: (i) first, “shelf” registration statement as though such offering were the number filing of shares a new registration statement for purposes of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other person3.

Piggyback Registration Rights. (a) If at At any time the Company has registered or has determined before November 14, 2001, whenever Apple proposes to register any of its securities Common Stock for its own account account, or for the account of any other security holders of person holding registration rights, under the Company on any registration form (Securities Act for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a registration statement on either Form S-1 or Form S-4 or S-8 under the Securities Act (or a successor formto either Form S-1 or Form S-4) (any such offering or issuance being an "Exempt Offering"), or any other form if substantially all Apple will give each Stockholder written notice of the proceeds thereof are its intent to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities do so (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 "Registration Notice") at least 20 days prior to the anticipated filing date) and, subject of the related registration statement with the Commission. Such notice shall specify the approximate date on which Apple proposes to this Section 2.02, file such registration statement and shall include contain a statement that the Stockholders are entitled to participate in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company offering and shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion set forth the number of shares of Company Registrable Common Stock (as hereinafter defined) that represents the best estimate of the lead managing underwriter (or if not known or applicable, Apple) that will be available for sale by the holders of Registrable Common in the proposed offering. If Apple shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and other securities proposed conditions as Apple in the public offering to be included which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 2. Each Stockholder desiring to participate in such registration exceeds offering shall notify Apple no later than ten days following receipt of the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis Registration Notice of the aggregate number of shares of Company Registrable Common that such Stockholder then desires to sell in the offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock represented (including upon exercise or conversion) to be offered and sold by the Registrable Securities requested Apple to be included therein. If the lead managing underwriter selected by each such Holder; and Apple for a public offering (iiior, if the offering is not underwritten, a financial advisor to Apple) third, any other determines that marketing factors require a limitation on the number of shares of Company Registrable Common Stock and other securities that have been requested to be offered and sold in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, PROVIDED that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so included notifies Apple in writing, the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a pro rata basis based on their holdings of Registrable Common. Apple shall have the right at any time to reduce the number of shares requested by any other personStockholder to be included in such registration to the extent that Apple reasonably concludes that inclusion of such shares is likely to jeopardize the non-recognition status under the Code of any acquisition transaction consummated pursuant to any of the Acquisition Agreements; PROVIDED that any determination to exclude shares from any such registration pursuant to this provision shall be based on written advice of tax counsel to Apple or its independent accountants.

Piggyback Registration Rights. (a) If at any time the Company has registered proposes to file a Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or has determined to register any of its securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of other security holders stockholders of the Company on any registration form (other than Form S-4 by Stockholders pursuant to Section 5.02(a) hereof) on a form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or S-8 other benefit plan, (ii) for an exchange offer or a successor form, or any other form if substantially all offering of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders written notice thereof promptly (but in no event less than 15 days prior securities solely to the anticipated filing dateStockholders, (iii) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request for an offering of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration debt that is initiated as a primary underwritten offering on behalf convertible into equity securities of the Company, and the managing underwriters advise (iv) for a dividend reinvestment plan or (v) on Form S-4, then the Company shall give written notice of such proposed filing to all of the Stockholders as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and the Investor Representative that in their reasonable opinion the number type of shares of Company Common Stock and other securities proposed to be included in such registration exceeds offering, the Maximum Number intended method(s) of Sharesdistribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Stockholders the opportunity to register the sale of such number of Registrable Securities as such Stockholders may request in writing within five (5) Business days after receipt of such written notice (and in the case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within one (1) Business Day after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that if the Company has been advised by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Stockholders will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall include in not be required to offer such registration: opportunity to the Stockholders or (iB) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other if any Registrable Securities requested to can be included therein by all Holders who have requested registration in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities in accordance with this Section 2.02(a), pro rata to be offered for the accounts of Stockholders shall be determined based on the basis provisions of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personSection 5.03(c).

Piggyback Registration Rights. (a) If at At any time the Company has registered or has determined before December 31, 2001, whenever IPG proposes to register any of its securities for its own account or for Common Stock under the account of other security holders of the Company on any registration form (Securities Act, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans, or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 or S-8 under the Securities Act (or a successor form, to Form S-4) (any such offering or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”issuance being an "Exempt Offering"), the Company IPG will give the Holders stockholder written notice thereof promptly of its intent to do so (but in no event less than 15 a "Registration Notice") at least 20 days prior to the anticipated filing date) and, subject of the related registration statement with the Commission. Such notice shall specify the approximate date on which IPG proposes to this Section 2.02, file such registration statement and shall include contain a statement that the Stockholder is entitled to participate in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company offering and shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion set forth the number of shares of Company Registrable Common Stock and other securities (as hereinafter defined) that represents the best estimate of the lead managing underwriter, if the offering is a firm commitment underwriting, that will be available for sale by the holders of Registrable Common in the proposed offering; provided, however, that all of the Registrable Common proposed to be sold by Stockholder will be included in such the registration exceeds statement if the Maximum Number of Sharesoffering is not a firm commitment underwriting. If IPG shall have delivered a Registration Notice, the Company Stockholder shall include in such registration: (i) first, the number of be entitled to offer and sell shares of Company Registrable Common Stock and other securities that therein only to the Company proposed extent provided in this SECTION 2. If Stockholder desires to sell; participate in an offering it shall notify IPG at least ten (ii10) second, days prior to the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested date IPG reasonably believes it will file its registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis statement of the aggregate number of shares of Company Registrable Common that Stockholder then desires to sell in the offering; provided, however, if the Registrable Common is to be sold in a firm commitment underwriting, Stockholder will so notify IPG no later than twenty(20) days after receipt of the Registration Notice, so long as such date is at least ten (10) days prior to the date IPG reasonably believes it will file its registration statement. The Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock represented (including upon exercise or conversion) to be offered and sold by the Registrable Securities requested IPG to be included therein. If the lead managing underwriter selected by each such Holder; and IPG for a public offering (iiior, if the offering is not underwritten, a financial advisor to IPG) third, any other determines that marketing factors require a limitation on the number of shares of Company Registrable Common Stock and other securities that have been requested to be offered and sold in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, provided that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so included notifies IPG in writing, the number of shares of Registrable Common to be offered and sold by any other personholders having contractual registration rights with IPG and desiring to participate in the offering shall be allocated among such holders on a pro rata basis based on their holdings of Registrable Common.

Piggyback Registration Rights. (aThe Company covenants and agrees ----------------------------- with the Representatives and any other or subsequent Warrant Holder(s) If that if, at any time within the Company has registered or has determined period commencing on the first anniversary of the Effective Date and ending at the Close of Business on the day immediately preceding the seventh anniversary of the Effective Date, it proposes to register any class of its securities for its own account or for security under the account of other security holders Act in a primary registration on behalf of the Company or in a secondary registration on any behalf of holders of such securities and the registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion may be used for registration of the Registrable Securities (a “Piggyback Registration”)Shares or other securities for which the Warrants become exercisable, the Company will give the Holders prompt written notice thereof promptly (but which, in no event less the case of a registration pursuant to the exercise of demand registration rights other than 15 those provided in Section 12(a) of this Agreement, shall be within 10 business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 45 days prior to such filing) to each Warrant Holder (regardless of whether the anticipated filing dateWarrant Holder shall have theretofore availed himself or herself of the right provided in Section 12(a)) and, subject at the addresses appearing on the records of the Company of its intention to this Section 2.02, shall effect a registration. The Company will offer to include in such registration all Registrable Securities requested such number of Shares or other securities for which the Warrants are exercisable with respect to be included which the Company has received written requests for inclusion therein pursuant to the written request of one or more Holders received within 10 days after delivery receipt of notice from the Company’s notice. If requested by any Holder; provided, that if such registration is to be underwritten, the -------- Company shall not be required to include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and Shares or other securities proposed to be included for which the Warrants become exercisable in such registration exceeds to the Maximum Number of Shares, extent the managing underwriter(s) determines in good faith that such inclusion would materially adversely affect the offering being made by such registration. All registrations requested pursuant to this Section 12(b) are referred to herein as "Piggyback Registrations." This paragraph is not applicable to a registration statement filed by the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise Forms S-4 or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, S-8 or any other shares of Company Common Stock and other securities that have been requested to be so included by any other personsuccessor forms.

Piggyback Registration Rights. (a) If Subject to applicable stock ------------------------------ exchange rules and securities regulations, at least 30 days prior to any time the Company has registered or has determined to register public offering of any of its securities for its own account or Common Stock for the account of other security holders of the Company on or any registration form other person (other than a registration statement on Form S-4 or S-8 or a successor form, (or any successor forms under the Securities Act) or other form if substantially all registrations relating solely to employee benefit plans or any transaction governed by Rule 145 of the proceeds thereof are Securities Act), other than pursuant to be used the exercise of any Demand Registration pursuant to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”Section 5.2(a), the Company will shall give the Holders written notice of such proposed filing and of the proposed date thereof promptly to each Securityholder and if, on or before the twentieth (but 20th) day following the date on which such notice is given, the Company shall receive a written request from any such holder requesting that the Company include among the securities covered by such registration statement any Shares of Common Stock, Shares of Common Stock issued or issuable upon conversion of Convertible Preferred Stock or the exercise of options to purchase Common Stock owned by such Securityholder for offering for sale in no event less than 15 days prior to the anticipated filing date) and, subject to this Section 2.02, shall include a manner and on terms set forth in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holderrequest, the Company shall include such Shares in such registration statement, if filed, so as a selling security holder to permit such Shares to be sold or disposed of in the applicable Registration Statement any Designated Secured Lender manner and on the terms of the applicable Holder with respect offering thereof set forth in such request. Each such registration shall hereinafter be called a "Piggyback --------- Registration." The Company shall select the underwriters of any offering ------------ pursuant to the Registrable Securities of the applicable Holdera registration statement filed pursuant to this Section 5.2(b), subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf the approval of the CompanyPurchasers, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to which approval shall not be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personunreasonably withheld.

Piggyback Registration Rights. (a) If at At any time (i) after the third anniversary of the Closing or (ii) if the Shareholders’ Voting Power exceeds the Maximum Ownership Percentage as a result of a reduction in the outstanding number of shares of Common Stock (including as a result of any forfeiture of any restricted Common Stock or any share repurchase by the Company) and London, the Shareholders and their respective Controlled Affiliates are not in material breach of their obligations set forth in Section 3.1, Section 4.1 or Section 7.4, in connection with the Transfer of Excess Securities, whenever the Company has registered proposes to publicly sell in an underwritten offering or has determined to register for sale any of its equity securities pursuant to a registration statement (a “Piggyback Registration Statement”) under the Securities Act (other than a registration statement on Form S-8 or Form S-4, or, in each case, pursuant to any similar successor forms thereto), whether for its own account or for the account of other security holders one or more securityholders of the Company on any registration form (other than Form S-4 or S-8 or a successor form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will shall give the Holders written notice thereof promptly to the Shareholders at least thirty (30) Business Days (or if such notice period is not practicable under the circumstances, the Company shall use its reasonable best efforts to provide the maximum prior written notice as is reasonably practicable under the circumstances, but in no event less than 15 days ten (10) Business Days) prior to the initial filing of such Piggyback Registration Statement or the date of the commencement of any such offering of its intention to effect such sale or registration, including the anticipated filing datedate of the Piggyback Registration Statement, the estimated number, and the class, of shares of equity securities to be included in such Piggyback Registration Statement, the proposed method of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of the proposed minimum offering price of such securities and, subject to this Section 2.025.2(b) and Section 5.2(c), shall include in such registration Piggyback Registration Statement all Registrable Securities requested (including any Registrable Securities held by any Controlled Affiliate) or, in the case of (ii) above, such lesser amount of Registrable Securities that constitute the Excess Securities, of the same class of the securities that are being registered and that are the subject of the offering with respect to be included therein pursuant to which the Company has received a written request from the Shareholders for inclusion therein within ten (10) Business Days of one or more Holders received within 10 days after delivery such Shareholders’ receipt of the Company’s notice. If requested by any Holder, The Company may postpone or withdraw the Company shall include as a selling security holder in filing or the applicable Registration Statement any Designated Secured Lender effectiveness of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as at any time in its sole discretion, without prejudice to the Shareholders’ right to immediately request a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personDemand Registration hereunder.

Piggyback Registration Rights. (a) If at At any time following one year ----------------------------- after the Company has registered or has determined closing date of HDS' initial public offering of HDS Stock ("Closing Date"), whenever HDS proposes to register any of its securities HDS Stock for its own or others' account or under the 1933 Act for the account of other security holders of the Company on any registration form (a public offering, other than Form S-4 or S-8 or a successor form, or any other form if substantially all (i) registrations of the proceeds thereof are shares to be used as consideration for acquisitions of additional businesses by HDS and (ii) registrations relating to finance any publicly-announced acquisition) which permits the inclusion employee benefit plans, HDS shall give each of the Registrable Securities (a “Piggyback Registration”), the Company will give the Holders Stockholders prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received any of the Stockholders given within 10 thirty (30) days after delivery receipt of the Company’s such notice. If requested by any Holder, the Company HDS shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed cause to be included in such registration exceeds all of the Maximum Number HDS Stock issued to the Stockholder prior to the Closing Date which any such Stockholder requests. In addition, if HDS is advised in writing in good faith by any managing underwriter of Sharesan underwritten offering of the securities being offered pursuant to any registration statement under this Section 1 that the number of shares to be sold by persons other than HDS is greater than the number of such shares which can be offered without adversely affecting the offering, HDS may reduce the number of shares offered for the accounts of such persons to a number deemed satisfactory by such managing underwriter; provided that such reduction shall be made first by reducing the number of shares to be sold by persons other than HDS, the Company Stockholders, the stockholders of the Founding Companies (the "Founding Stockholders"), and any person or persons who have required such registration pursuant to "demand" registration rights granted by HDS; thereafter, if a further reduction is required, it shall include in be made first by reducing the number of shares to be sold by the Stockholders and the Founding Stockholders, with such registration: (i) firstfurther reduction being made so that to the extent any shares can be sold by Stockholders and the Founding Stockholders, each such stockholder will be permitted to sell a number of shares proportionate to the number of shares of Company Common HDS Stock and other securities owned by such stockholder immediately after the Closing Date, provided that the Company proposed if any stockholder does not wish to sell all shares such stockholder is permitted to sell; (ii) second, the number of opportunity to sell additional shares of Company Common Stock shall be reallocated in the same manner to those Stockholders and other Registrable Securities requested the Founding Stockholders who wish to sell more shares until no more shares can be included therein sold by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personstockholders.

Piggyback Registration Rights. (a) If GCI hereby represents and warrants that if GCI at any time the Company has registered or has determined proposes to register any of its securities for its own account under the Act, including under an S-1 Registration Statement or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8 or a successor formotherwise, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company it will at such time give the Holders written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject Seller of its intention so to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to do. Upon the written request of one or more Holders received Seller given within 10 ten (10) days after delivery receipt of any such notice, GCI will use its best efforts to cause the Shares to be registered under the Act (with the securities which GCI at the time proposes to register). All expenses incurred by GCI in complying with this section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accountants, or counsel for GCI and the expense of any special audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by GCI. GCI agrees that it will prepare and file a Registration Statement within thirty (30) days of the Company’s noticecompletion of an audit of its financial statements sufficient for inclusion therein. If requested by any Holder4.7 Accredited Investor Status. (Please check one, attach additional pages if necessary). Seller: ________ is ________ is not an “accredited investor” as such term is defined in Rule 501 under the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registrationAct because Seller either: (i) firsthas a net worth of at least $1,000,000 (for purposes of this question, the number Seller may include spouse’s net worth and may include the fair market value of shares home furnishings and automobiles, but must exclude from the calculation the value of Company Common Stock Seller’s primary residence and other securities the related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any indebtedness that exceeds the Company proposed to sell; fair market value of the primary residence must be deducted from net worth calculation)), or 7 of 11 (ii) secondhad an individual income of more than $200,000 in each of the two most recent calendar years, and reasonably expects to have an individual income in excess of $200,000 in the number current calendar year; or along with Seller’s spouse had joint income in excess of shares $300,000 in each of Company Common Stock the two most recent calendar years, and other Registrable Securities requested reasonably expects to be included therein have a joint income in excess of $300,000 in the current calendar year. For purposes of this Agreement, “individual income” means “adjusted gross income” as reported for Federal income tax purposes, exclusive of any income attributable to a spouse or to property owned by all Holders who have requested registration a spouse and increased by the following amounts: (i) the amount of Registrable Securities in accordance with this any interest income received which is tax-exempt under Section 2.02(a103 of the Internal Revenue Code of 1986, as amended, (the “Code”), pro rata (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on the basis Schedule E of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and form 1040), (iii) thirdany deduction claimed for depletion under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Sections 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986. For purposes of this Agreement, “joint income” means, “adjusted gross income,” as reported for Federal income tax purposes, including any other shares income attributable to a spouse or to property owned by a spouse, and increased by the following amounts: (i) the amount of Company Common Stock any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion under Section 611 et seq. of the Code and other securities that have (iv) any amount by which income from long-term capital gains has been requested reduced in arriving at adjusted gross income pursuant to be so included by any other person.the provisions of Section 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986. 4.8

Piggyback Registration Rights. (a) If at any time the Company has registered or has determined shall determine to register proceed with the preparation and filing of a registration statement, in connection with the proposed offer and sale of any of its securities for by it or any of its own account or for the account of other security holders of the Company on any registration form for cash (other than a registration statement on Form S-4 X-0, X-0 or S-8 or a successor other similar limited purpose form, or any other form if substantially all of the proceeds thereof are to be used to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give written notice of its determination to the Holders. Upon receipt of a written request from the Holders written within thirty calendar days after receipt of any such notice thereof promptly from the Company, the Company will, except as herein provided, cause all the shares of Common Stock issuable upon exercise of the Warrants (but in no event less than 15 days prior the “Registrable Securities”), to the anticipated filing date) andextent requested by the Holders, subject to be included in such registration statement, all to the extent required to permit the sale or other disposition by the Holders of such shares of Common Stock. If any registration pursuant to this Section 2.021 shall be underwritten in whole or in part, shall the Company may require that the Registrable Securities requested for inclusion pursuant to this Section 1 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that the Registrable Securities requested for inclusion pursuant to this Section 1 together with any other shares would, in the good faith judgment of the managing underwriter of such public offering, reduce the number of shares to be offered by the Company or interfere with the successful marketing of the securities offered by the Company, the Company will include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice. If requested by any Holder, the Company shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of the Holders shares of Company Common Stock which is pro rata, based on the number of securities which in the opinion of such underwriters can be sold and other on the number of securities which all holders request be included in the registration, provided that any shares of Common Stock proposed to be included in such registration exceeds the Maximum Number statement that are owned by directors or officers of Shares, the Company or their Affiliates shall include in such registration: (i) first, the number be excluded prior to exclusion of any shares of Company Common Stock and other securities that the Company proposed to sell; (ii) second, the number of shares of Company Common Stock and other Registrable Securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with this Section 2.02(a), pro rata on the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) by the Registrable Securities requested to be included by each such Holder; and (iii) thirdthe Holders. The obligation of the Company under this Section 1 shall be unlimited as to the number of Registration Statements to which it applies. Notwithstanding the foregoing, any other shares of Company Common Stock and other securities the Holders shall not be entitled to exercise the registration rights provided for under this Section 1 except to the extent that have been requested to be so included by any other personthe Holder has exercised his or her Warrant.

Piggyback Registration Rights. (a) If at At any time following the Company has registered or has determined Closing, whenever the Purchaser proposes to register any of its securities DocuNet Common Stock for its own or others' account or under the Securities Act for the account of a public offering, other security holders than (i) any shelf registration of the Company on any registration form DocuNet Common Stock; (other than Form S-4 or S-8 or a successor form, or any other form if substantially all ii) registrations of the proceeds thereof are shares to be used solely as consideration for acquisitions of additional businesses by the Purchaser and (iii) registrations relating to finance any publicly-announced acquisition) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”)employee benefit plans, the Company will Purchaser shall give the Holders Seller prompt written notice thereof promptly (but in no event less than 15 days prior of its intent to the anticipated filing date) and, subject to this Section 2.02, shall include in such registration all Registrable Securities requested to be included therein pursuant to do so. Upon the written request of one or more Holders received the Seller given within 10 30 days after delivery receipt of the Company’s such notice. If requested by any Holder, the Company Purchaser shall include as a selling security holder in the applicable Registration Statement any Designated Secured Lender of the applicable Holder with respect to the Registrable Securities of the applicable Holder, subject to Section 3.04. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Investor Representative that in their reasonable opinion the number of shares of Company Common Stock and other securities proposed cause to be included in such registration exceeds all of the Maximum Number DocuNet Common Stock which the Seller requests. However, if the Purchaser is advised in writing in good faith by any managing underwriter of Shares, an underwritten offering of the Company shall include in such registration: (i) first, securities being offered pursuant to any registration statement under this Section 15.1 that the number of shares to be sold by persons other than the Purchaser is greater than the number of Company Common Stock and other securities that such shares which can be offered without adversely affecting the Company proposed to sell; (ii) secondoffering, the Purchaser may reduce pro rata the number of shares offered for the accounts of Company Common Stock such persons (based upon the number of shares held by such persons) to a number deemed satisfactory by such managing underwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided that, for each such offering made by the Purchaser after the Initial Public Offering, a reduction shall be made first by reducing the number of shares to be sold by persons other than the Purchaser, the Seller, the Founding Companies and the stockholders of the Founding Companies and other Registrable Securities requested stockholders ("Other Stockholders") of the Company immediately prior to the Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be included therein sold by all Holders who have requested registration the Seller, the Founding Companies, the stockholders of Registrable Securities in accordance with this Section 2.02(a)the Founding Companies and the Other Stockholders, pro rata on based upon the basis of the aggregate number of shares of Company Common Stock represented (including upon exercise or conversion) held by the Registrable Securities requested to be included by each such Holder; and (iii) third, any other shares of Company Common Stock and other securities that have been requested to be so included by any other personpersons.