Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. If, at any time after the First Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company.

Piggyback Registration Rights. If, If at any time after while Seller holds the First Closing DateHEI Shares, the Company shall determine HEI proposes to prepare and file with the Commission on its behalf and/or on behalf of any other holder of shares of HEI common stock a registration statement relating to an offering for its account or the account of others under the Securities Act to register an offering of shares of HEI common stock on any form under the Company’s Common StockSecurities Act, other than a registration statement on Form S-4 or Form S-8 (each as promulgated or any successor form) for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act) Act or their then equivalents relating to equity securities to be issued solely in connection with any acquisition offered to employees of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansconsultants to HEI, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company it shall include in such registration statement statement, at the request of the Seller, all or any part of the Underlying HEI Shares, and register such HEI Shares that such Purchaser requests under any applicable state securities laws. Notwithstanding the foregoing, if the registration statement involves an underwritten offering and the managing underwriter advises HEI in writing that, in its opinion, the number of shares requested to be registered; providedincluded in such registration exceeds the number which can be sold in such offering within an acceptable price range, howeverHEI will include in such registration, to the extent of the number which HEI is so advised can be sold in such offering, first, securities of HEI that HEI proposes to sell and second, securities of HEI held by other persons, including the Seller, having registration rights proposed to be included in such registration, pro rata among such holders. HEI shall pay all fees and expenses in connection with a registration described in this Section 8, except that the Company Seller shall not pay for any fees, discounts and commissions of any underwriter applicable to the HEI Shares to be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, sold in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all The rights of the Underlying Shares are required to Seller under Sections 7 and 8 hereof may be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set assigned by the underwriters for shares of Common Stock Seller to be sold for the account any transferee of the CompanyHEI Shares.

Piggyback Registration Rights. If(i) Without limiting the 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 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, it will each such time, give prompt written notice at any time after least 20 days prior to the First Closing Date, anticipated filing date of the Company shall determine to prepare and file with the Commission a 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 offering for its account or Investor made within 10 days after the account receipt of others notice from Holdings (which request shall specify the 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 the Company’s Common StockInvestors, other than on Form S-4 or Form S-8 (each as promulgated under to the extent requisite to permit the disposition of the Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that (A) if such registration involves a Public Offering, the Company shall not be required 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 Underlying Shares Holdings Common Stock pursuant to this Section 4.18 2(b) and prior to the effective date of the registration statement filed in connection with such registration, 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 2(b) shall terminate on the date that are eligible for resale the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission. If a registration pursuant to Rule 144 under this Section 2(b) involves a Public Offering and the Securities Act. Furthermanaging underwriter thereof advises Holdings that, in its view, the number of shares of 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 event that following order of priorities: (1) first, all securities Holdings proposes to sell for its own account, (2) second, up to the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter full number of such offering. If less than all of the Underlying Shares are required securities proposed to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold registered for the account of the Companyholders 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 and the Investors pursuant to this Exhibit D. If as a result of the 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. Specifically, and not by way of limitation, all of the Registrable Securities shall be included in any Registration Statement filed by 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 Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. If, at any time after the First Closing Date, 4.1 If the Company shall determine to prepare and file with the Commission a registration statement relating to an offering register any of its securities either for its own account or the account of others a shareholder(s) exercising demand registration rights, other than a registration relating solely to employee benefit plans, or a registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities Act of 1933, or a registration on any registration form which does not permit secondary sales or does not include substantially the Company’s Common Stock, other than on Form S-4 or Form S-8 (each same information as promulgated under the Securities Act) or their then equivalents relating to equity securities would be required to be issued solely included in connection with any acquisition a registration statement covering the sale of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansStock, the Company shall deliver will promptly give to each Purchaser a the Founder written notice of such determination thereof and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement (and any related qualification under blue sky laws), and in any underwriting involved therein, the number of Vested Shares specified in a written request made by the Founder within fifteen (15) days after receipt of such written notice from the Company, except as set forth in Section 4(b) below. 4.2 If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the right of any Founder to registration shall be conditioned upon the Founder's participation in such underwriting and the inclusion of such Founder's Stock in the underwriting pursuant to an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section, if the underwriter reasonably determines that marketing factors require a limitation on the number of shares to be underwritten the underwriter may exclude some or all or any part of the Underlying Shares Stock with the number of shares that may be included in the registration and underwriting being allocated among the Founder and all other shareholders entitled to have securities included in such Purchaser requests registration in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be registered; included in such registration (provided, however, that if the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company registration is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of shareholders exercising demand registration rights, the number of shares that may be included by the Founder shall be cut back entirely before any limitation on the number of shares that may be included by such shareholders). 4.3 All expenses of the registration shall be borne by the Company, except underwriting discounts and selling commissions applicable to the sale of any of Founder's Stock and any other securities of the Company being sold in the same registration by other shareholders, which shall be borne by the Founder and such other shareholders pro rata on the basis of the number of their shares registered.

Piggyback Registration Rights. If, Attached hereto as Exhibit "B" is a list of certain persons who will be shareholders of E-biz following the consummation of the transactions contemplated hereby. If at any time after or from time to time following the First Closing Dateclosing of this Agreement as set forth below, the Company E-biz shall determine to prepare and file with the Commission a registration statement relating to an offering register any of its securities, either for its own account or the account of others under the Securities Act of the Company’s Common Stock, a security holder or holders other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents a registration relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company or a registration relating solely to employee benefit plans, then: (a) E-biz shall deliver to each Purchaser a promptly give written notice of such determination and ifproposed Registration to all of the shareholders listed on Exhibit "B" which shall offer such holders the right to request inclusion of any of the shares held by said shareholders in the proposed Registration. (b) Each of the shareholders listed on Exhibit "B" shall have ten (10) days or such longer period as shall be set forth in the notice from the receipt of the notice to deliver to E-biz a written request specifying the number of shares each such shareholder intends to sell. (c) If the registration of which E-biz gives notice is for a registered public offering involving an underwriting, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) E-biz shall so request in writing, the Company shall include in such registration statement all or any advise each shareholder listed on Exhibit "B" as a part of the Underlying Shares that written notice given pursuant to Paragraph 6.2 (b). In such Purchaser requests event, the right of the shareholder to be registered; provided, however, that the Company shall not be required to register any Underlying Shares registration pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks Agreement shall be allocated pro-rata among conditioned upon such shareholder's participation in such underwriting and the Purchasers requesting to be included. In the case inclusion of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares securities on the same terms set by and conditions as the underwriters for shares of Common Stock to be common stock, if any, otherwise being sold for the account of the Companythrough underwriters under such registration.

Piggyback Registration Rights. If(i) Without limiting the 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 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, it will each such time, give prompt written notice at any time after least 20 days prior to the First Closing Date, anticipated filing date of the Company shall determine to prepare and file with the Commission a 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 offering for its account or Investor made within 10 days after the account receipt of others notice from Holdings (which request shall specify the 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 the Company’s Common StockInvestors, other than on Form S-4 or Form S-8 (each as promulgated under to the extent requisite to permit the disposition of the Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that (A) if such registration involves a Public Offering, the Company shall not be required 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 Underlying Shares Holdings Common Stock pursuant to this Section 4.18 2(b) and prior to the effective date of the registration statement filed in connection with such registration, 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 2(b) shall terminate on the date that are eligible for resale the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission. If a registration pursuant to Rule 144 under this Section 2(b) involves a Public Offering and the Securities Act. Furthermanaging underwriter thereof advises Holdings that, in its view, the number of shares of 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 event that following order of priorities: (1) first, all securities Holdings proposes to sell for its own account, (2) second, up to the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter full number of such offering. If less than all of the Underlying Shares are required securities proposed to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold registered for the account of the Companyholders 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 and the Investors pursuant to this Exhibit C. If as a result of the 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. Specifically, and not by way of limitation, all of the Registrable Securities shall be included in any Registration Statement filed by 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 Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. If, If the Company at any time (other than pursuant to Section 2) 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-0, X-0 or another form not available for registering the Registrable Stock for sale to the public), each such time it will give prompt written notice to all holders of outstanding Registrable Stock of its intention to do so. Upon the written request of any such holder, received by the Company within 30 days after the First Closing Dategiving of any such notice by the Company, to register any of its Registrable Stock, the Company will use its best efforts to cause the Registrable Stock as to which registration shall determine have been so requested to prepare be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder of such Registrable Stock so registered. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced if and file with to the Commission extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In the event that the managing underwriter on behalf of all underwriters limits the number of shares to be included in a registration statement relating pursuant to an offering this Section 3, or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company will include in such registration: (i) first, securities proposed by the Company to be sold for its own account; (ii) second, shares of Registrable Stock requested to be included by holders pursuant to this Section 3; and (iii) third, securities requested to be included by any other holders, provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Registrable Stock and provided further, that in no event shall the Registrable Stock requested to be included by holders pursuant to this Section 3 constitute less than thirty percent (30%) of all shares to be registered in such registration (in such event, the Company agrees to reduce the shares of Common Stock it proposes to register for its own account or the account of others under the Securities Act holders initially requesting or demanding registration in order to assure that such Registrable Stock constitute at least thirty percent (30%) of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating shares to equity be registered). The securities to be issued solely included in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under clause (ii) above shall be allocated on a pro rata basis among the Securities Actrequesting holders based upon the number of shares of Registrable Stock then held by such holders. Further, in Notwithstanding the event that the offering by the Company is a firm-commitment underwritten offeringforegoing provisions, the Company may exclude withdraw any registration statement referred to in this Section 3 without thereby incurring any liability to the Underlying Shares if so requested in writing by the lead underwriter holders of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyRegistrable Stock.

Piggyback Registration Rights. If, at any time after during the First Closing Datetwo-year period commencing with the issuance of the final Note under the Bridge Offering, the Company shall determine proposes or is required to prepare and file with the Commission a registration statement relating to an offering registering any shares of Common Stock or securities convertible into or exchangeable for its account or the account of others under the Securities Act of the Company’s Common Stock, Stock (other than on Form S-4 or Form S-8, or such other forms as the U.S. Securities and Exchange Commission may hereafter promulgate for registration of securities in transactions for which Form S-4 or Form S-8 (each may be used as promulgated under of the Securities Act) date hereof), whether or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansnot for its own account, the Company shall deliver to each Purchaser a give at least 20 days prior written notice to the Holder of such determination and if, its intention to do so. Upon written request by the Holder within 15 calendar 10 days after the date of delivery receipt of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall use its commercially reasonable efforts to include in the securities to be registered by such registration statement all Warrant Shares (which registration rights with respect to such Warrant Shares shall be in addition to any registration rights with respect to any shares issued or any part issuable upon conversion of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, certain 12% Junior Convertible Promissory Note in the event that the offering principal amount of $300,000 made by the Company in favor of the Holder as of the date hereof in connection with the Holder’s participation in the Bridge Offering) that the Holder indicates in such notice that the Holder desires to sell, subject to the following terms and conditions: (a) if such registration statement is for a firm-commitment prospective underwritten offering, the Holder shall agree to (i) enter into an underwriting agreement, if required, in customary form with the underwriter or underwriters selected by the Company, and (ii) sell the Holder’s securities, if the Company so requests, on the same basis and upon the same terms as the other securities covered by such registration statement, other than securities proposed to be registered by the holders of the Preferred Stock (as defined below), and provided that if the number of shares requested by the Holder to be registered in such offering exceeds the amount of shares which the underwriters reasonably believe is compatible with the success of such underwritten offering, the Company may exclude the Underlying Shares if so shall only be required to include in such offering that number of shares requested in writing to be registered by the lead underwriter Holder as the underwriters believe will not jeopardize the success of such offering. If less , provided, however that any such decrease in the number of shares sought to be registered by the Holder shall occur on a pari passu basis with the other shares being registered, other than all any shares proposed to be registered by the holders of the Underlying Shares are Preferred Stock; (b) if the number of shares the Company is able to register is limited due to Rule 415 or other SEC shelf registration rules, the Company shall only be required to register the Warrant Shares the Holder elects to include on a pari passu basis with the other shares being registered, other than any shares proposed to be excludedregistered by the holders of the Preferred Stock; and (c) the Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the Holder or any other holder. The Company shall have exclusive control over the preparation and filing of any registration statement proposed to be filed under this Section 6 as well as any amendments and supplements thereto and the withdrawal or revocation thereof. The Company’s obligations pursuant to this Section 6 are subject to the Holder’s cooperation with respect to any such proposed registration, then including but not limited to the provision of such cutbacks information as may reasonably be requested by the Company, the underwriter(s) or any other authorized parties and the execution and delivery of such agreements (including indemnification and contribution agreements), instruments and documents as may be reasonably requested thereby, and the Holder’s compliance with all applicable laws. The Company shall pay all reasonable expenses incurred in connection with the registration contemplated hereby, including without limitation registration and filing fees, printing expenses, and fees and expenses of counsel for the Company. Notwithstanding the foregoing, underwriting discounts and commissions and transfer taxes relating to the Holder’s registered securities included in any registration hereunder, and all fees and expenses for counsel to the Holder, shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set borne and paid by the underwriters for shares of Common Stock to be sold for Holder. The registration rights and other rights granted in this Section 6 are not assignable, in whole or in part, without the account prior written consent of the Company. Notwithstanding anything to the contrary set forth herein, the Holder hereby expressly agrees and acknowledges that any registration rights of the Holder hereunder are subordinate to those of the holders of the Company’s 10% (PIK) Series A Preferred Stock and the Company’s 10% (PIK) Series B Preferred Stock (together, the “Preferred Stock”) and warrants issued to such holders in connection with the purchase and sale of the Preferred Stock.

Piggyback Registration Rights. If, (a) If the Company proposes to register any of its securities under the 1933 Act at any time after six months from the First Closing Datedate hereof (other than a Non-Qualifying Registration) in connection with a public offering of such securities solely for cash, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stockshall, other than on Form S-4 or Form S-8 (at each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit planssuch time, the Company shall deliver to each Purchaser a promptly give written notice of such determination and if, registration to each Holder. Upon the written request of any Holder given within 15 calendar days after the date of delivery mailing of such notice, notice by the Purchaser (or any permitted successor or assign) shall so request in writingCompany, the Company shall shall, subject to the provisions of this Section 2, use its best efforts to include in such registration statement all of the Registrable Securities that each such Holder has requested to be registered. The Company shall be under no obligation to complete any offering of its securities it proposes to make under this Section 2 and shall incur no liability to any Holder for its failure to do so. Holders shall be permitted to withdraw all or any part of the Underlying Shares that Registrable Securities of such Purchaser requests Holders from any registration under this Section 2 at any time prior to be registered; providedthe effective date of such registration. (b) In connection with any registration covered by Section 2 involving any underwriting of securities, however, that the Company shall not be required to register include any Underlying Shares pursuant Holder's Registrable Securities in such registration unless such Holder accepts the terms of the underwriting as agreed upon between the Company (or other persons who have the right to this Section 4.18 that are eligible for resale pursuant agree upon the underwriting terms relating to Rule 144 under such offering) and the Securities Act. Further, in the event that the offering underwriters selected by the Company is a firm-commitment underwritten offering(or other persons who have the right to select such underwriter). Notwithstanding any other provision of this Section 2, if the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all registration advises the Company in writing with a copy to the Holders that marketing factors require a limitation of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case number of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for underwritten, the account Company shall so advise all Holders, and the number of shares of Common Stock including Registrable Securities that may be included in such registration shall be apportioned pro rata based on the number of shares requested to be included in such registration by the Holders and by all other holders of shares of Common Stock participating in such registration (other than the Company).

Piggyback Registration Rights. If, If the Company at any time (other than pursuant to Section 2) 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 X-0, X-0 or another form not available for registering the Registrable Stock for sale to the public), each such time it will give prompt written notice to all holders of outstanding Registrable Stock of its intention to do so. Upon the written request of any such holder, received by the Company within 30 days after the First Closing Dategiving of any such notice by the Company, to register any of its Registrable Stock, the Company will use its best efforts to cause the Registrable Stock as to which registration shall determine have been so requested to prepare be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder of such Registrable Stock so registered. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced if and file with to the Commission extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In the event that the managing underwriter on behalf of all underwriters limits the number of shares to be included in a registration statement relating pursuant to an offering this Section 3, or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company will include in such registration: (i) first, securities proposed by the Company to be sold for its own account; (ii) second, shares of Registrable Stock requested to be included by holders pursuant to this Section 3; and (iii) third, securities requested to be included by any other holders, provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Registrable Stock and provided further, that in no event shall the Registrable Stock requested to be included by holders pursuant to this Section 3 constitute less than thirty percent (30%) of all shares to be registered in such registration (in such event, the Company agrees to reduce the shares of Common Stock it proposes to register for its own account or the account of others under the Securities Act holders initially requesting or demanding registration in order to assure that such Registrable Stock constitute at least thirty percent (30%) of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating shares to equity be registered). The securities to be issued solely included in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under clause (ii) above shall be allocated on a pro rata basis among the Securities Actrequesting holders based upon the number of shares of Registrable Stock then held by such holders. Further, in Notwithstanding the event that the offering by the Company is a firm-commitment underwritten offeringforegoing provisions, the Company may exclude withdraw any registration statement referred to in this Section 3 without thereby incurring any liability to the Underlying Shares if so requested in writing by the lead underwriter holders of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyRegistrable Stock.

Piggyback Registration Rights. If, If at any time or times after ----------- ----------------------------- the First Closing Datedate hereof, the Company shall determine to prepare and file register any shares of its Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by stockholders (a "secondary offering"), or both, but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable or a registration statement relating effected pursuant to an offering Sections 5.2 or 5.3 hereof), the Company will promptly give written notice thereof to the Investors and the Founders (including for purpose of this Section 5.1 each Permitted Transferee). In connection with any such registration, if within thirty (30) days after their receipt of such notice (or 10 days in the case of a proposed registration on Form S-3) any Investor or Founder requests in writing the inclusion in such registration of some or all of the Registrable Shares (as hereinafter defined) owned by such Investor or Founder, or into which any Shares held by such Investor or Founder are convertible or exchangeable, the Company will use its account or best efforts to effect the account of others registration under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of all Registrable Shares which such determination Investors and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall Founders so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registeredrequest; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment case of an -------- ------- underwritten public offering, if the Company underwriter determines that a limitation on the number of shares to be underwritten is required, (i) if such registration is the first registered offering of the Company's securities to the public, the underwriter may exclude the Underlying Shares if so requested in writing by the lead underwriter of from such offering. If less than registration and underwriting some or all of the Underlying Registrable Shares are required which would otherwise be underwritten pursuant to the notice described herein, and (ii) if such registration is other than the first registered offering of the sale of the Company's securities to the public, the underwriter may limit the number of Registrable Shares to be excludedincluded in the registration and underwriting to not less than thirty percent (30%) of the securities included therein (based on aggregate market values). The Company shall advise all Investors and Founders promptly after such determination by the underwriter, then such cutbacks and the number of Registrable Shares that may be included in the registration and underwriting shall be allocated pro-rata among all Investors and Founders requesting registration in proportion, as nearly as practicable, to their respective holdings of Registrable Shares. All expenses of the Purchasers requesting registration and offering (including the reasonable fees and expenses of one independent counsel for the Investors as a group and the Founders as a group, elected by a majority in interest (based on Registrable Shares proposed to be included. In sold) of the case of inclusion in a firm-commitment underwritten offeringInvestors and Founders proposing to sell), the Purchasers must sell their Underlying Shares on the same terms set shall be borne by the underwriters for shares Company, except that the Investors and the Founders shall bear underwriting and selling commissions and transfer taxes attributable to the sale of Common Stock to be sold for the account of the Companytheir Registrable Shares.

Piggyback Registration Rights. If, at any time after 5.1 In the First Closing Date, event the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others Registration Statement under the Securities Act of the Company’s Common Stock, (other than on Form S-4 or Form S-8 (each as promulgated under or another form not available for registering the Securities ActShares for sale to the public) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansproposed offer and sale of any of its securities, the Company shall deliver to each Purchaser a give written notice of such its determination and ifto the Subscriber (a “Piggyback Notice”). In the event the Subscriber, within 15 calendar twenty (20) days after the date receipt of delivery the Piggyback Notice, shall notify the Company of such notice, its desire that the Purchaser (or any permitted successor or assign) shall so request Shares be included in writingthe Registration Statement, the Company shall include such Shares in such registration statement the Registration Statement, all to the extent requisite to permit the sale or any part other disposition by the Subscriber of the Underlying Shares that such Purchaser requests to be so registered; provided, however, that the Company shall not be required may at any time, in its sole discretion, withdraw or cease proceeding with any such registration. 5.2 If the registration with respect to register any Underlying Shares which the Company gives the Piggyback Notice is for a public offering involving an underwriting, the Company agrees to so advise the Subscriber as a part of its written notice. In such event, the right of the Subscriber to registration pursuant to this Section 4.18 5 shall be conditioned upon the Subscriber's participation in such underwriting and the inclusion of the Subscriber’s Shares in the underwriting to the extent required by the managing underwriter. In such event, the Subscriber shall enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company on terms that are eligible acceptable to the Company. 5.3 Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten distribution advises the Company and the Subscriber in writing that in its good faith judgment the number of Shares requested to be registered under this Section 5 and other securities requested to be registered exceeds the number of Shares and other securities which can be sold in such offering without adversely affecting the success of such offering or the price at which such securities are offered, then (i) the number of Shares and other securities (except for resale shares to be issued by the Company for its own account) so requested to be included in the offering shall be reduced to that number of shares (including zero) which in the good faith judgment of the managing underwriter can be sold in such offering, and (ii) such reduced number of shares, if any, shall be allocated among the Subscriber and holders of other securities in proportion, as nearly as practicable, to the respective number of Shares and other securities requested by the Subscriber and other holders to be included in the Registration Statement. 5.4 Notwithstanding the foregoing, the Company need not send a Piggyback Notice if the Shares are then saleable pursuant to Rule 144 promulgated under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company.

Piggyback Registration Rights. If, at any time after the First Closing Date, (i) Whenever the Company shall determine proposes to prepare and file register any of its Common Shares or any other common shares 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 Shares or any other common shares of the Company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Commission 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, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to an offering for such registration to the Holders, which notice shall set forth such Holders’ rights under this Section 2(c) and shall offer the Holders the opportunity to include in such registration statement such number of Registrable Securities as the Holders may request. Upon the written request of a Holder made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Holders), the Company will use its account or best efforts to effect the account of others registration under the Securities Act of all Registrable Securities that the Company’s Common StockCompany has been so requested to register by the Holders, other than on Form S-4 or Form S-8 (each as promulgated under to the extent requisite to permit the disposition of the Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that (A) if such registration involves a Public Offering, the Holders must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company shall not be required and (B) if, at any time after giving written notice of its intention to register any Underlying Shares Registrable Securities pursuant to this Section 4.18 2(c) 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 Registrable Securities, the Company shall give written notice to the Holders 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(c) shall terminate on the date that are eligible for resale the registration statement to be filed in accordance with Section 2(a) is declared effective by the Commission. (ii) If a registration pursuant to Rule 144 under this Section 2(c) involves a Public Offering and the Securities Act. Furthermanaging underwriter thereof advises the Company that, in its view, the number of Common Shares, if any, or other Common Shares that the Company and the Holders intend to include in such registration exceeds the largest number of Common Shares (including any other Common Shares or warrants of the Company) that can be sold without having an adverse effect on such Public Offering (the “Maximum Offering Size”), the Company will include in such registration only that number of Common Shares which does not exceed the Maximum Offering Size, in the event that the offering by following order of priorities: (1) first, all securities the Company is a firm-commitment underwritten offeringproposes to sell for its own account, (2) second, up to the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter full number of such offering. If less than all of the Underlying Shares are required securities proposed to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold registered for the account of the Companyholders 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 and the Holders pursuant to this Appendix I. If as a result of the proration provisions of this Section 2(c)(ii), the Holders are not entitled to include all such Registrable Securities in such registration, such Holders may elect to withdraw their request to include any Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall have no obligations under this Section 2(c) hereof at any time that such Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. IfThe Issuer covenants and agrees with any holder of the Warrants and Warrant Shares that if, at any time within the period commencing on the date hereof and ending on the date which is one year after the First Closing Expiration Date, the Company shall determine it proposes to prepare and file with the Commission a registration statement relating with respect to any class of equity or equity-related security (other than in connection with an offering for its account to the Issuer's employees or the account of others in connection with an acquisition, merger or similar transaction) under the Securities Act in a primary registration on behalf of the Company’s Common Stock, other than Issuer and/or in a secondary registration on Form S-4 or Form S-8 (each as promulgated under behalf of holders of such securities and the Securities Act) or their then equivalents relating to equity securities registration form to be issued solely in connection with any acquisition used may be used for registration of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansWarrant Shares, the Company Issuer will give prompt written notice (which, in the case of a registration statement pursuant to the exercise of demand registration rights shall deliver to each Purchaser a written be within ten (10) business days after the Issuer's receipt of notice of such determination exercise and, in any event, shall be at least 30 days prior to such filing) to the holders of Warrants and if, within 15 calendar days after Warrant Shares at the date addresses appearing on the records of delivery the Issuer of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall its intention to file a registration statement and will offer to include in such registration statement all or any part statement, subject to paragraphs i and ii of this Section 8(b) such number of Warrant Shares with respect to which the Underlying Shares that such Purchaser Issuer has received written requests to be registered; provided, however, that for inclusion therein within twenty (20) days after the Company shall not be required to register any Underlying Shares giving of notice by the Issuer. All registrations requested pursuant to this Section 4.18 that 8(b) are eligible for resale referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to Rule 144 under this Section 8 will be made solely at the Securities ActIssuer's expense. Further, in the event that the offering This Section is not applicable to a registration statement filed by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares Issuer on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyForms S-4 or S-8 or any successor forms.

Piggyback Registration Rights. If(a) Whenever the Company proposes to register any equity securities for its own or others’ account under the Securities Act (other than a registration (i) relating to employee benefit plans, at any time after or (ii) solely relating to shares to be sold under Rule 145 or a similar provision under the First Closing DateSecurities Act), the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a give Holdings prompt written notice of such determination and if, its intent to do so. Upon the written request of Holdings given within 15 calendar 10 business days after the date of delivery receipt of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares Registrable Securities that such Purchaser requests to be registeredHoldings shall request; provided, however, provided that the Company shall have the right to postpone, delay, cancel, withdraw or terminate any registration made under this Section 2.2, whether or not be required Holdings has elected to register include such securities in such registration. (b) If the Company is advised in writing in good faith by any Underlying Shares managing underwriter of the securities being offered pursuant to any registration statement under this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further2.2 that, in its opinion, because of marketing considerations, the event number of shares to be sold is greater than the number of such shares that can be offered without adversely affecting the offering offering, then the equity securities proposed to be included in such registration shall be reduced to a number deemed satisfactory by such managing underwriter in accordance with the following priorities: (i) all shares sought to be registered by the Company is shall be registered first, and (ii) all shares properly sought to be registered by any Person under Section 2.2(a) of this Agreement shall be registered second pro rata on the basis of the relative number of Registrable Securities then held by such Persons (provided that any securities thereby allocated to any such Person that exceed such Person’s request will be reallocated among the remaining requesting Persons in like manner). (c) No registration of Registrable Securities effected pursuant to a firm-commitment underwritten offering, request under this Section 2.2 shall relieve the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all its obligations under Section 2.1 or Section 2.3 of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companythis Agreement.

Piggyback Registration Rights. If(a) If the Registration Statement is not filed on or before the Filing Deadline or not declared effective on or before the Effectiveness Deadline, then if at any time after or from time to time the First Closing DateCompany or Pubco shall determine to register any of its equity securities for its own account in a direct public offering or an underwritten public offering, or for the account of selling security holders in a resale registration (a “Resale Registration”), the Company will, or shall determine cause Pubco to: (i) prior to prepare and file with the Commission a filing of such registration statement relating give to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a Holders written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser thereof; and (or any permitted successor or assignii) shall so request in writing, the Company shall include in such registration statement (and any related qualification under blue sky laws or other compliance), and underwriting, if any, all the Registrable Securities (subject to Rule 415 related cutbacks applied in the Order of Cutbacks ) specified in a written request or any part requests made within thirty (30) days after receipt of the Underlying Shares that such Purchaser requests to be registered; provided, however, that written notice from the Company shall not be required by any Holder. (b) The right of any Holder to register any Underlying Shares registration in an underwritten offering pursuant to this Section 4.18 that are eligible for resale 2.2 shall be conditioned upon such Holder’s participation in any underwritten offering and the inclusion of Registrable Securities in any underwriting to the extent provided herein. If any Holder requests pursuant to Rule 144 under Section 2.2(a)(ii) above to distribute its securities through an underwritten offering, such Holder shall (together with the Securities ActCompany and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. FurtherNotwithstanding any other provision of this Section 2, in the event that the offering by the Company is a firm-commitment case of an underwritten offering, if the Company may exclude or Pubco or the Underlying Shares if so requested in writing by the lead managing underwriter of such offering. If less than all determines that marketing factors require a limitation of the Underlying Shares are required number of shares to be excludedunderwritten or registered, then the managing underwriter may limit the Registrable Securities to be included in such cutbacks registration. The Company shall so advise the Holders and the other stockholders distributing their securities through such offering pursuant to piggyback registration rights, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated pro-rata among the Purchasers requesting holders (i) of Common Stock equivalents of Series E Preferred Shares (or shares of common stock of Pubco issued upon the Reverse Merger to be includedthe former holders of Series E Preferred Shares following the automatic conversion thereof immediately prior to the Reverse Merger), and (ii) only after all Common Stock equivalents of Series E Preferred Shares (or all shares of common stock of Pubco issued upon the Reverse Merger to the former holders of Series E Preferred Shares following the automatic conversion thereof immediately prior to the Reverse Merger) have been registered, on a pro rata basis among the Holders and holders of Common Stock equivalents of Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares and Series A Preferred Shares (or holders of shares of common stock of Pubco issued to the former holders of such preferred shares following the automatic conversion thereof immediately prior to the Reverse Merger) and the Designated Holders of Registration Rights Securities (or all shares of common stock of Pubco issued upon the Reverse Merger to the former Designated Holders in exchange for Registration Rights Securities, and, finally, if any allocation remains available for registration after the foregoing, (iii) on a pro rata basis among any other participating securities holders. In the case event the Company or the managing underwriter does determine that marketing factors require a limitation of inclusion in a firm-commitment the number of shares to be underwritten offering(the “Cutback”), the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares such Cutback shall be applied first to reduce, pro rata, holders of Common Stock and common stock equivalents other than preferred stock and Registration Rights Securities (or holders of common stock and common stock equivalents of Pubco who received such common stock and common stock equivalents in exchange for Common Stock and Common Stock equivalents other than preferred stock and Registration Rights Securities pursuant to the Reverse Merger) excluding the Holders, next, pro rata, to reduce the Holders, the Designated Holders and any other holders of Common Stock equivalents of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, and Series D Preferred Shares (or holders of shares of common stock of Pubco issued to the former holders of such preferred shares following the automatic conversion thereof immediately prior to the Reverse Merger) , all before it shall be sold for applied pro rata to reduce holders of common stock equivalents of Series E Preferred Shares (or holders of shares of common stock of Pubco issued to the account former holders of such Series E Preferred Shares following the automatic conversion thereof immediately prior to the Reverse Merger) (the foregoing order of cutbacks being referred to herein as the “Order of Cutbacks”). [Note to 2012 Unit Investors: The order of cutbacks is subject to modification to improve registration priority of 2012 Unit Investors with respect to cutbacks if the company is able to procure necessary amendments to existing Registration Rights Agreements prior to initial closing under Purchase Agreement] To facilitate the allocation of shares in accordance with the above provisions, the Company, Pubco or the underwriters may round the number of shares allocated to each Holder or other securities holder to the nearest 100 shares. If any Holder or other securities holder disapproves of the Companyterms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company or Pubco and the managing underwriter. Any securities excluded or withdrawn from such underwritten offering shall be withdrawn from such registration, and shall not be transferred in a public distribution without the prior written consent of the managing underwriter prior to one-hundred eighty (180) days after the effective date of the registration statement relating thereto. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of such registration, whether or not any Holder has elected to include securities in such registration.

Piggyback Registration Rights. IfThe Investor shall have the following rights with respect to any shares of Conversion Stock received or to be received by the Investor upon conversion of the shares of Preferred Stock owned by the Investor as provided for herein: (a) Whenever the Company proposes to register any Company Equity Securities under the Securities Act (other than pursuant to a registration statement on Form X-0, at Xxxx X-0 or any time after successor form) and the First Closing Dateregistration statement form to be used may be used for the registration of shares of Conversion Stock (such shares of Conversion Stock only, and no other shares of Capital Stock held by the Investor or its affiliates, are referred to herein as the “Registrable Securities”), the Company shall determine give prompt written notice to prepare the Investor of its intention to effect such a registration. The Company shall include in such registration and file use commercially reasonable efforts to include in any underwriting all shares of Registrable Securities held by the Investor with respect to which the Commission Company has received a registration statement relating to an offering written request from the Investor for its account or inclusion therein within 30 days after the account of others under the Securities Act receipt of the Company’s Common Stocknotice (such registration, other than a “Piggyback Registration”). (b) If a Piggyback Registration is an underwritten primary registration on Form S-4 or Form S-8 (each as promulgated under behalf of the Securities Act) or Company, and the managing underwriters advise the Company in writing that in their then equivalents relating to equity opinion the number of securities requested to be issued solely included in connection with any acquisition of any entity or business or equity securities issuable in connection with such registration exceeds the stock option or other employee benefit plans, number which can be sold without materially and adversely affecting the Company shall deliver to each Purchaser a written notice marketability of such determination and if, within 15 calendar days after offering or the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writingtiming thereof, the Company shall include in such registration statement all or any part Registrable Securities held by the Investor on the condition that the Investor will agree to refrain from selling a reasonable number of such Registrable Securities (as determined in good faith by the Company based on the impact on the timing and marketability of the Underlying Shares offering of the sale immediate by the Investor of all of its Registrable Securities) for a three (3) month period following the declaration of effectiveness of the applicable registration statement. (c) Whenever the Investor requests that such Purchaser requests to any Registrable Securities be registered; provided, however, that the Company shall not be required to register any Underlying Shares registered pursuant to this Section 4.18 that are eligible for resale pursuant 6.1, the Company shall use its commercially reasonable efforts to Rule 144 under effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof (subject in all instances to the requirements of the Securities Act. Further, in the event that rules and regulations promulgated thereunder, and all other applicable laws, rules and regulations), and pursuant thereto the offering Company shall as expeditiously as possible take all reasonable and customary actions necessary to effect such registration and sale. (d) All expenses incident to the Company’s performance of or compliance with this Section 6.1, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions relating to the Registrable Securities) and other Persons retained by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set borne by the underwriters for shares of Common Stock to be sold for the account of the Company. (e) In connection with any registration statement in which the Investor is participating pursuant to this Section 6.1, the Investor shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus.

Piggyback Registration Rights. If, at any time after the First Closing Date, (i) Whenever the Company shall determine proposes to prepare and file register any of its Common Shares or any other common shares of the Company under the Securities Act (other than a registration (A) pursuant to a demand registration under Section 2(a) herein, (B) on Form S-8 or S-4 or any successor or similar forms, (C) relating to Common Shares or any other common shares of the Company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Commission Company or (D) 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, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to an offering for such registration to the Holders, which notice shall set forth such Holders' rights under this Section 2(c) and shall offer the Holders the opportunity to include in such registration statement such number of Registrable Securities as the Holders may request. Upon the written request of a Holder made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Holders), the Company will use its account or best efforts to effect the account of others registration under the Securities Act of all Registrable Securities that the Company’s Common StockCompany has been so requested to register by the Holders, other than on Form S-4 or Form S-8 (each as promulgated under to the extent requisite to permit the disposition of the Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that (A) if such registration involves a Public Offering, the Holders must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company shall not be required and (B) if, at any time after giving written notice of its intention to register any Underlying Shares Registrable Securities pursuant to this Section 4.18 2(c) 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 Registrable Securities, the Company shall give written notice to the Holders 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(c) shall terminate on the date that are eligible for resale the registration statement to be filed in accordance with Section 2(a) is declared effective by the Commission. (ii) If a registration pursuant to Rule 144 under this Section 2(c) involves a Public Offering and the Securities Act. Furthermanaging underwriter thereof advises the Company that, in its view, the number of Common Shares, if any, or other Common Shares that the Company and the Holders intend to include in such registration exceeds the largest number of Common Shares (including any other Common Shares or warrants of the Company) that can be sold without having an adverse effect on such Public Offering (the "Maximum Offering Size"), the Company will include in such registration only that number of Common Shares which does not exceed the Maximum Offering Size, in the event that the offering by following order of priorities: (1) first, all securities the Company is a firm-commitment underwritten offeringproposes to sell for its own account, (2) second, up to the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter full number of such offering. If less than all of the Underlying Shares are required securities proposed to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold registered for the account of the Companyholders 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 and the Holders pursuant to this Appendix I. If as a result of the proration provisions of this Section 2(c)(ii), the Holders are not entitled to include all such Registrable Securities in such registration, such Holders may elect to withdraw their request to include any Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall have no obligations under this Section 2(c) hereof at any time that such Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. IfUntil such time as the Registrable Securities may be sold in accordance with Rule 144(b) of the Commission under the Securities Act, if the Company at any time after proposes to file on its behalf and/or on behalf of any of its security holders (the First Closing Date“Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form or to the Company’s employees pursuant to any employee benefit plan, 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 Holder at least ten (10) days before the initial filing with the Commission of the 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 ten (10) days before the anticipated effective date of the registration statement), which notice shall set forth the intended method of disposition of the securities that the Company proposes to register. The notice shall offer to include in such filing the aggregate number of Registrable Securities as the Registered Holder may request. Nothing in this Section 5A shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 5A at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall determine to prepare and file with notify the Commission a registration statement relating to an offering for its account or the account Registered Holder of others under the Securities Act such discontinuation of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated registration. The Registered Holder desiring to have Registrable Securities registered under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, this Section 5 A shall advise the Company shall deliver to each Purchaser a written notice of such determination and if, in writing within 15 calendar five (5) days after the date of delivery receipt of such noticeoffer from the Company, setting forth the amount of Registrable Securities for which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company in writing that, in their good faith opinion, the Purchaser number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration in accordance with the following priority: (a) first, the securities to be included in such registration by the Company or any permitted successor the holder or assignholders initiating the registration and (b) shall so request next, the Registrable Securities requested to be included in writingsuch registration by the Registered Holder. Except as otherwise provided in Section 5D, the Company shall include in bear all expenses of such registration. If any registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 5A is underwritten, the Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during the one hundred eighty (180) 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 5A (except as part of such underwritten registration) plus the extension period that are eligible for resale is requested by the managing underwriter or underwriters to address FINRA regulations regarding the publication of research 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. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company.

Piggyback Registration Rights. If, at any time after the First Closing Date, (i) If the Company shall determine proposes to prepare and file register any of its warrants, 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 share options or in connection with any employee benefit or similar plan of the Commission 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, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to an offering for such registration to each Investor, which notice shall set forth such Investor’s rights under this Section 2(D) and shall offer such Investor the opportunity to include in such registration statement such number of Registrable Securities as such Investor may request. Upon the written request of any Investor made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investor), the Company will use its account or best efforts to effect the account of others registration under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the all Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, that the Company shall deliver has been so requested to register by each Purchaser a written notice of such determination and ifInvestor, within 15 calendar days after to the date of delivery of such notice, extent requisite to permit the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part disposition of the Underlying Shares that such Purchaser requests Registrable Securities so to be registered; provided, however, that (A) if such registration involves a Public Offering, each Investor must sell its Registrable Securities to any underwriters selected by the Company shall not be required with the consent of such Investor on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Underlying Shares Registrable Securities pursuant to this Section 4.18 that are eligible for resale pursuant 2 and prior to Rule 144 under the Securities Act. Further, effective date of the registration statement filed in the event that the offering by the Company is a firm-commitment underwritten offeringconnection with such registration, the Company may exclude shall determine for any reason not to register such Registrable Securities, the Underlying Shares if so requested Company shall give written notice to each Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in writing connection with such registration. The Company’s obligations under this Section 2(D) shall terminate on the date that the registration statement to be filed in accordance with Section 2(A) is declared effective by the lead Commission. (ii) If a registration pursuant to this Section 2(D) involves a Public Offering and the managing underwriter of such offering. If less than all of thereof advises the Underlying Shares are required to be excludedCompany that, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offeringits view, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for number of 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 that can be sold without having an adverse effect on such Public Offering (the “Maximum Offering Size”), the Company will include in such registration only such number of shares of Common Stock as does not exceed the Maximum Offering Size, and the number of shares in the Maximum Offering Size shall be allocated among the Company, the Investors and any other sellers of Common Stock in such Public Offering (“Third-Party Sellers”), first, pro rata among the Investors until all the shares of Common Stock originally proposed to be sold offered for sale by the account Investors have been allocated, and second, pro rata among the Company and any Third-Party Sellers, in each case on the basis of the relative number of shares of Common Stock originally proposed to be offered for sale under such registration by each of the Investors, the Company and the Third-Party Sellers, as the case may be. If as a result of the proration provisions of this Section 2(D)(ii), any Investor is not entitled to include all such Registrable Securities in such registration, such Investor may elect to withdraw its request to include any Registrable Securities in such registration. With respect to registrations pursuant to this Section 2(D), the number of securities required to satisfy any underwriters’ over-allotment option shall be allocated among the Company, the Investors and any Third Party Seller pro rata on the basis of the relative number of securities offered for sale under such registration by each of the Investors, the Company and any such Third Party Sellers before the exercise of such over-allotment option.

Piggyback Registration Rights. If, at any time after (i) Without limiting the First Closing Date, obligations of the Company shall determine pursuant to prepare and file 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 Commission, if the Company proposes to register any of its 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, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to 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 offering for its account or Investor made within 10 days after the account receipt of others 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’s Common StockCompany has been so requested to register by the Investors, other than on Form S-4 or Form S-8 (each as promulgated under to the extent requisite to permit the disposition of the Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be 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 shall not be required and (B) if, at any time after giving written notice of its intention to register any Underlying Shares Common Stock pursuant to this Section 4.18 that are eligible for resale pursuant 2(b) and prior to Rule 144 under the Securities Act. Further, effective date of the registration statement filed in the event that the offering by the Company is a firm-commitment underwritten offeringconnection with such registration, the Company may exclude shall determine for any reason not to register such Common Stock, the Underlying Shares if so requested Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in writing 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 lead Commission. (ii) If a registration pursuant to this Section 2(b) involves a Public Offering and the managing underwriter of such offering. If less than all of thereof advises the Underlying Shares are required to be excludedCompany that, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offeringits view, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for 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 “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 sold registered for the account of the Companyholders 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 and the Investors pursuant to this Exhibit III. If as a result of the 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 have no obligations under this Section 2(b) hereof at any time that such Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. If, If at any time beginning after 180 days after the First Closing DateEffective Time and expiring on the third anniversary thereof, the Company HCC shall determine to prepare and file with the Commission a registration statement relating to an offering register any of its securities either for its own account or the account of others under the Securities Act of the Company’s Common Stocka security holder or holders exercising demand registration rights, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents a registration relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form which does not permit secondary sales, HCC will: (i) promptly give to the Company shall deliver to each Purchaser a Holders written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser thereof; and (or any permitted successor or assignii) shall so request in writing, the Company shall include in such registration statement all or the (A) the Merger Shares and (B) any part other shares of HCC common stock held by HCC stockholders who have the right to and elect to sell shares in such offering ("Registrable Securities") specified in a written request made by the Holders within ten (10) days after receipt of the Underlying Shares that such Purchaser requests to be registered; providedwritten notice from HCC described in clause (i) above, howeverexcept as set forth in Section 6.14(b) below. Notwithstanding the foregoing, that the Company HCC shall not be required to register include in any Underlying Shares pursuant to this Section 4.18 that are eligible for resale such registration shares a Holder requests be included in the registration if all of such shares could then be sold by such Holder pursuant to Rule 144 under the Securities ActAct or, if such registration will not cover an Underwritten Offering, pursuant to the "Shelf" registration statement provided for in Section 6.14(a) hereof. FurtherIf the registration of which HCC gives notice is for a registered public offering involving an underwriting, HCC shall so advise the Holders as a part of the written notice given pursuant to this Section 6.14(b). In such event the right of the Holders to registration pursuant to this Section 6.14(b) shall be conditioned upon the Holders participation in such underwriting and the inclusion of the Holder's Registrable Securities in the event underwriting to the extent provided herein. The Holder shall, if it proposes to distribute its securities through such underwriting (together with HCC and other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by HCC. Notwithstanding any other provision of this Section 6.14(b), if the representative of the underwriters advises HCC that marketing factors require a limitation or elimination on the offering by the Company is a firm-commitment underwritten offeringnumber of shares to be underwritten, the Company representative may exclude limit the Underlying Shares if so requested in writing by the lead underwriter number of such offering. If less than all of the Underlying Shares are required Registrable Securities to be excluded, then such cutbacks included in the registration and underwriting. HCC shall so advise all holders of securities that are entitled to be included in the registration and underwriting and participation shall be allocated pro-rata first to HCC for securities being sold for its own account, and the balance, if any, of the number of shares that may be included in the registration statement and underwriting shall be allocated among the Purchasers requesting Holders and other shareholders in proportion, as nearly as practicable, to the respective amounts of shares which they had requested to be included. In included in such registration at the case time of inclusion in a firm-commitment underwritten offering, filing the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyregistration statement.

Piggyback Registration Rights. If, at any time after the First Closing Date, the 152 The Company shall determine advise the Holder by written notice at least ten (10) calendar days prior to prepare and file with the Commission filing of a registration statement relating to an offering for its account or the account of others Registration Statement under the Securities Act (excluding registration on Forms X-0, X-0, or any successor forms thereto), covering securities of the Company to be offered and sold (whether by the Company or any stockholder thereof) and shall, upon the request of the Holder given at least five calendar (5) days prior to the filing of such Registration Statement, include in any such Registration Statement such information as may be required to permit the public distribution of the Restricted Stock. The Holder shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in the Registration Statement. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under and the Securities Act) or managing underwriters advise the Company in writing that in their then equivalents relating to equity opinion the number of securities requested to be issued solely included in connection with any acquisition of any entity or business or equity securities issuable such registration exceeds the number which can be sold in connection with an orderly manner in such offering within a price range acceptable to the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writingCompany, the Company shall include in such registration statement all or (i) first, the securities the Company proposes to sell, and (ii) second, the Restricted Stock and any part of the Underlying Shares that such Purchaser requests other securities eligible and requested to be registered; provided, however, included in such registration to the extent that the Company shall not number of shares to be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Furtherregistered will not, in the event that opinion of the managing underwriters, adversely affect the offering of the securities pursuant to clause (i), pro rata among the holders of such securities, including the Holder of the Restricted Stock, on the basis of the number of shares eligible for registration which are owned by all such holders. Notwithstanding the Company is a firm-commitment underwritten offeringforegoing, the Company may exclude withdraw any registration statement referred to in this Section 2 without thereby incurring liability to the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all holders of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyRestricted Stock.

Piggyback Registration Rights. (i) If, at any time after the First Closing Dateor from time to time, the Company shall determine to prepare and file with register any of its Common Stock, either for its own account or for the Commission account of a security holder or holders, other than (A) pursuant to a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 S-8, the Company will (each as promulgated X) promptly give the Holders written notice thereof, and (Y) include in such registration (and any related qualification under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option blue sky or other employee benefit plansstate securities laws), and in any underwriting involved therein, all of the Registrable Securities specified in a written request or requests made by a Holder or Holders within twenty (20) days after receipt of such written notice from the Company. (ii) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after so advise the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any Holder as part of the Underlying Shares that written notice given pursuant to Section 12(b)(i). In such Purchaser requests event, the right of each Holder to be registered; provided, however, that the Company shall not be required to register any Underlying Shares registration pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under 12(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of the Registrable Securities Act. Further, owned by such Holder in the event that underwriting to the offering extent provided under this Section 12(b). If a Holder proposes to distribute its Registrable Securities through such underwriting it shall (together with the Company and any other holders of securities of the Company distributing their securities through such underwriting) enter into an underwriting agreement with the managing or lead managing underwriter selected by the Company is a firm-commitment underwritten offeringin the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. Notwithstanding any other provision of this Section 12(b), if the managing or lead managing underwriter determines that market factors require that the number of Registrable Securities and other securities requested to be included in the registration be limited, the Company managing or lead managing underwriter may exclude reduce the Underlying Shares if so requested number of Registrable Securities and securities of any other holders of securities to be included in writing by the lead underwriter of such offeringregistration. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment registration includes an underwritten offering, the Purchasers must sell their Underlying Shares primary registration on the same terms set by the underwriters for shares of Common Stock to be sold for the account behalf of the Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the registration by the Holders and the holders of any other securities pro rata according to the number of securities requested by the Holders and such holders to be included in the registration, and (ii) thereafter from the securities to be registered on behalf of the Company. If the registration consists only of any underwritten secondary registration on behalf of holders of securities of the Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the registration by the Holders and any other holders of securities included in the registration other than pursuant to demand registration right pro rata according to the number of securities requested by the Holders and such other holders to be included in registration and (ii) thereafter from securities, if any, to be registered on behalf of holders of securities included in the registration pursuant to demand registration rights. The Company shall advise any Holders and other holders participating in such underwriting as to any such limitation and the number of shares that may be included in the registration and underwriting. If a Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing or lead underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Company may withdraw a registration for which registration rights have been exercised pursuant to this Section 6(b) at any time prior to the time it becomes effective.

Piggyback Registration Rights. If, at any time after (i) Without limiting the First Closing Date, obligations of the Company shall determine pursuant to prepare and file 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 Commission, if the Company proposes to register any of its 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, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to 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 offering for its account or Investor made within 10 days after the account receipt of others 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’s Common StockCompany has been so requested to register by the Investors, other than on Form S-4 or Form S-8 (each as promulgated under to the extent requisite to permit the disposition of the Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be 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 shall not be required and (B) if, at any time after giving written notice of its intention to register any Underlying Shares Common Stock pursuant to this Section 4.18 that are eligible for resale pursuant 2(b) and prior to Rule 144 under the Securities Act. Further, effective date of the registration statement filed in the event that the offering by the Company is a firm-commitment underwritten offeringconnection with such registration, the Company may exclude shall determine for any reason not to register such Common Stock, the Underlying Shares if so requested Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in writing 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 lead Commission. (ii) If a registration pursuant to this Section 2(b) involves a Public Offering and the managing underwriter of such offering. If less than all of thereof advises the Underlying Shares are required to be excludedCompany that, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offeringits view, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for 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 "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 sold registered for the account of the Companyholders 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 and the Investors pursuant to this Exhibit C. If as a result of the 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 have no obligations under this Section 2(b) hereof at any time that such Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. If(a) If the Company, at during the term of this Warrant, proposes to register any time after of its securities under the First Closing DateSecurities Act (other than in connection with an employee benefit plan or a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or any successor forms) whether for its own account or for the account of any holder or holders of its shares, the Company shall determine at each such time give prompt (but not less than thirty (30) days prior to prepare the anticipated effectiveness thereof) written notice to the holder of this Warrant and file with to its assignees, if any, of its intention to do so. The holder of Warrant shall exercise the Commission a “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice. The Company will use reasonable commercial efforts to effect the registration statement relating to an offering for its account or the account of others under the Securities Act of all of the Company’s Common StockWarrant Shares which the Company has been so requested to register by such holder, other than on Form S-4 or Form S-8 (each as promulgated under to the Securities Act) or their then equivalents relating extent required to equity securities permit the disposition of the Warrant Shares so to be issued solely registered, by inclusion of such Warrant Shares in the registration statement which covers the securities which the Company proposes to register. The Company will pay all registration expenses in connection with any acquisition each registration of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Warrant Shares pursuant to this Section 4.18 that are eligible for resale pursuant 5. (b) If the Company at any time proposes to Rule 144 register any of its securities under the Securities Act. Further, in the event that the offering Act as contemplated by the Company is a firm-commitment underwritten offeringthis Section 5 and such securities are to be distributed by or through one or more underwriters, the Company may exclude will, if requested by a holder of this Warrant, use its reasonable commercial efforts to arrange for such underwriters to include all the Underlying Warrant Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then offered and sold by such cutbacks shall be allocated pro-rata holder among the Purchasers requesting securities to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set distributed by the underwriters for shares of Common Stock to be sold for the account of the Company.such underwriters

Piggyback Registration Rights. (i) If, at any time after the First Closing Dateor from time to time, the Company shall determine to prepare and file with register any of its Common Stock, either for its own account or for the Commission account of a security holder or holders, other than (A) pursuant to a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 S-8, or (each as promulgated B) a registration governed by Section 12(b) hereof, the Company will (X) promptly give the Holders written notice thereof, and (Y) include in such registration (and any related qualification under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option blue sky or other employee benefit plansstate securities laws), and in any underwriting involved therein, all of the Registrable Securities specified in a written request or requests made by a Holder or Holders within twenty (20) days after receipt of such written notice from the Company. (ii) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after so advise the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any Holder as part of the Underlying Shares that written notice given pursuant to Section 12(c)(i). In such Purchaser requests event, the right of each Holder to be registered; provided, however, that the Company shall not be required to register any Underlying Shares registration pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under 12(c) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of the Registrable Securities Act. Further, owned by such Holder in the event that underwriting to the offering extent provided under this Section 12(c). If a Holder proposes to distribute its Registrable Securities through such underwriting it shall (together with the Company and any other holders of securities of the Company distributing their securities through such underwriting) enter into an underwriting agreement with the managing or lead managing underwriter selected by the Company is a firm-commitment underwritten offeringin the form customarily used by such underwriter with such changes thereto as the parties thereto shall agree. Notwithstanding any other provision of this Section 12(c), if the managing or lead managing underwriter determines that market factors require that the number of Registrable Securities and other securities requested to be included in the registration be limited, the Company managing or lead managing underwriter may exclude reduce the Underlying Shares if so requested number of Registrable Securities and securities of any other holders of securities to be included in writing by the lead underwriter of such offeringregistration. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment registration includes an underwritten offering, the Purchasers must sell their Underlying Shares primary registration on the same terms set by the underwriters for shares of Common Stock to be sold for the account behalf of the Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the registration by the Holders and the holders of any other securities pro rata according to the number of securities requested by the Holders and such holders to be included in the registration, and (ii) thereafter from the securities to be registered on behalf of the Company. If the registration consists only of any underwritten secondary registration on behalf of holders of securities of the Company, the reduction shall be taken (i) first from and to the extent of the securities requested to be included in the registration by the Holders and any other holders of securities included in the registration other than pursuant to demand registration right pro rata according to the number of securities requested by the Holders and such other holders to be included in registration and (ii) thereafter from securities, if any, to be registered on behalf of holders of securities included in the registration pursuant to demand registration rights. The Company shall advise any Holders and other holders participating in such underwriting as to any such limitation and the number of shares that may be included in the registration and underwriting. If a Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing or lead underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (iii) The Company may withdraw a registration for which registration rights have been exercised pursuant to this Section 12(c) at any time prior to the time it becomes effective. This paragraph shall not confer upon the Company any withdrawal rights with respect to a registration for which registration rights have been exercised pursuant to Section 12(b) hereof.

Piggyback Registration Rights. IfIf at any time following the Closing Date the Company proposes to register any of the Securities under the Act (other than an underwritten public offering or a registration on Form S-8 or S-4, or any successor forms, relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another entity), whether or not for sale for its own account, the Company shall each such time give prompt notice at least ten (10) days prior to the anticipated filing date of the registration statement relating to such registration to Investor, which notice shall offer Investor the opportunity to include in such registration statement the number of Securities such Investor may request. Upon the request of Investor made within five (5) days after the receipt of notice from the Company (which request shall specify the number and nature of the Securities intended to be registered by Investor, which may include the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), the Company shall use all reasonable efforts to effect the registration under the Act of all Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Securities so to be registered, provided that if, at any time after giving notice of its intention to register any Securities pursuant to this Section 2.10 and prior to the First Closing Dateeffective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansregister such Securities, the Company shall deliver give notice to each Purchaser a written notice Investor and, thereupon, shall be relieved of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required its obligation to register any Underlying Shares pursuant to Securities in connection with such registration. The obligations under this Section 4.18 that 2.10 shall expire when all of the Securities are eligible for resale saleable by Investors pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required without limitation as to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyvolume.

Piggyback Registration Rights. IfIn addition to the Company’s agreement pursuant to Section 2(a) above, if the Company shall, at any time after during the First Closing DateEffectiveness Period or as contemplated pursuant to Section 2(c)(1), determine (i) to register for sale any of its Common Shares in an underwritten offering, or (ii) to file a registration statement covering the resale of any Common Shares held by any of its shareholders (other than the registration contemplated in Section 2(a) above), the Company shall determine provide written notice to prepare the Holders, which notice shall be provided no less than fifteen (15) calendar days prior to the filing of such applicable registration statement (the “Company Notice”). In that event, the right of any Holder to include the Registrable Securities in such a registration shall be conditioned upon such Xxxxxx’s written request to participate which shall be delivered to the Company within ten (10) calendar days after the Company Notice, as well as such Xxxxxx’s participation in such underwriting (if applicable, for purposes of this paragraph) and file the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the Commission Company and any other shareholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting. Notwithstanding anything herein to the contrary, if the underwriter determines that marketing factors require a registration statement relating to an offering for its account limitation on the number of Common Shares or the account amount of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of Registrable Securities that may be included in connection the registration and underwriting, if any. The number of Registrable Securities to be included in such registration and underwriting shall be allocated first to the Company, then to all other selling shareholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter. A Holder with Registrable Securities included in any registration shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required in order to comply with any acquisition of any entity applicable law or business or equity securities issuable regulation in connection with the stock option registration of such Holder’s Registrable Securities or other employee benefit plans, the any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. The Company shall deliver have the right to each Purchaser a written notice terminate or withdraw any registration initiated by it before the effective date of such determination and ifregistration, within 15 calendar days after the date of delivery of such notice, the Purchaser (whether or not any permitted successor or assign) shall so request in writing, the Company shall Holder has elected to include Registrable Securities in such registration statement all or any part of registration. Notwithstanding the Underlying Shares that such Purchaser requests to be registered; providedforegoing, however, that the Company shall not be required to register any Underlying Shares Registrable Securities pursuant to this Section 4.18 2(d) that are eligible for resale pursuant to Rule 144 under without restriction (including, without limitation, volume restrictions) or that are the Securities Actsubject of a then-effective Registration Statement. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the The Company may exclude postpone or withdraw the Underlying Shares if so requested filing or the effectiveness of a Piggyback Registration at any time in writing by the lead underwriter of such offeringits sole discretion. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company.​

Piggyback Registration Rights. If, If at any time after the First Closing Date, the Company shall determine proposes to prepare and file with register any of its Common Stock or any other equity securities (or other securities convertible into equity securities) of the Commission a registration statement relating to an offering for its account or the account of others Company under the Securities Act for sale to the public, whether for its own account or for the account of the Company’s Common Stock, other security holders or both (other than a Demand Registration, or a registration on Form S-4 or Form S-8 (each as promulgated under the Securities ActAct (or any successor forms thereto) or their then equivalents relating any other form not available for registering the Registrable Stock for sale to equity securities the public), as soon as practicable prior to be issued solely in connection the filing of such registration statement with any acquisition the Commission, it will give written notice of any entity or business or equity securities issuable its intention to effect such registration (each such notice a “Piggyback Notice”) to (i) if such proposed registration is being made in connection with the stock option Company’s initial Public Offering, WCAS and Xxxxxx Xxxxxxx and, unless WCAS and Xxxxxx Xxxxxxx elect to waive their rights under this Section 2(d) as provided below with respect to such registration within twenty business days of receiving its Piggyback Notice, to each other Investor or other employee benefit plans(ii) if such proposed registration is to occur after the IPO Date, to each Investor. Upon the written request of any Investor, given within 20 days after the giving of the Piggyback Notice to all Investors, to register any of its Registrable Stock (which request shall state the number of shares of Registrable Stock to be so registered and the intended method of disposition thereof), the Company will use its commercially reasonable efforts to cause the Registrable Stock, as to which registration shall deliver have been so requested, to each Purchaser a written notice be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by such Investor of such determination and ifRegistrable Stock so registered; provided, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) that nothing herein shall so request in writing, prevent the Company shall include in from abandoning or delaying such registration statement all or at any part of the Underlying Shares that such Purchaser requests to be registeredtime; provided, however, that the expenses of such withdrawn registration shall be borne by the Company shall not in accordance with Section 2(i) hereof. Notwithstanding anything to the contrary contained herein, in connection with any registration statement to be required filed prior to register any Underlying Shares pursuant the IPO Date, if WCAS and Xxxxxx Xxxxxxx elect to waive their rights under this Section 4.18 2(d) with respect to such registration and the related initial Public Offering, such waiver shall be effective as a waiver of the rights of all Investors under this Section 2(d) with respect to such registration and offering. In the event that are eligible for resale pursuant any registration referred to Rule 144 in this Section 2(d) shall be, in whole or in part, an underwritten public offering, such Registrable Stock shall be included in the underwriting on the same terms and conditions as the shares otherwise being sold through underwriters under such registration. The number of shares of Registrable Stock to be included in such an underwritten offering may be reduced if and to the Securities Act. Furtherextent that, in the event that good faith opinion of the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead managing underwriter of such offering. If less than , inclusion of all shares would adversely affect the marketing (including the offering price) of the Underlying Shares are required shares to be excludedsold, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In and, in the case of inclusion any such reduction, shares shall be included in a firm-commitment underwritten offering, such offering to the Purchasers must sell their Underlying Shares extent so permissible on the same terms set following basis: (A) first, all shares proposed to be included by the underwriters for shares of Common Stock to be sold Company for the account of the CompanyCompany shall be included, (B) second, all Registrable Stock proposed to be included by the Investors shall be included (subject to pro rata reduction among the Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Investors), and (C) finally, Common Stock proposed to be included by the Company for the account of other stockholders of the Company shall be included.

Piggyback Registration Rights. If, at any time after the First Closing Date, (a) If the Company shall determine to prepare and file with the Commission a registration statement relating to an offering register any of its securities either for its own account or the account of others a shareholder(s) exercising demand registration rights, other than a registration relating solely to employee benefit plans, or a registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities Act of 1933, or a registration on any registration form which does not permit secondary sales or does not include substantially the Company’s Common Stock, other than on Form S-4 or Form S-8 (each same information as promulgated under the Securities Act) or their then equivalents relating to equity securities would be required to be issued solely included in connection with any acquisition a registration statement covering the sale of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansStock, the Company shall deliver will promptly give to each Purchaser a the Founder written notice of such determination thereof and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement (and any related qualification under blue sky laws), and in any underwriting involved therein, the number of Vested Shares specified in a written request made by the Founder within fifteen (15) days after receipt of such written notice from the Company, except as set forth in Section 4.2 below. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the right of any Founder to registration shall be conditioned upon the Founder's participation in such underwriting and the inclusion of such Founder's Stock in the underwriting pursuant to an underwriting agreement in customary form with the underwriter or underwriters pursuant to an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section, if the underwriter reasonably determines that marketing factors require a limitation on the number of shares to be underwritten the underwriter may exclude some or all or any part of the Underlying Shares Stock with the number of shares that may be included in the registration and underwriting being allocated among the Founder and all other shareholders entitled to have securities included in such Purchaser requests registration in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be registered; included in such registration (provided, however, that if the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company registration is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of shareholders exercising demand registration rights, the number of shares that may be included by the Founder shall be cut back entirely before any limitation on the number of shares that may be included by such shareholders). (c) All expenses of the registration shall be borne by the Company, except underwriting discounts and selling commissions applicable to the sale of any of Founder's Stock and any other securities of the Company being sold in the same registration by other shareholders, which shall be borne by the Founder and such other shareholders pro rata on the basis of the number of their shares registered.

Piggyback Registration Rights. If, at any time after the First Closing Date, If the Company shall determine to prepare and proposes to: (i) file with a registration statement under the Commission a Securities Act, covering securities of the Company, whether for the Company's own account or for the account of selling security holders, other than registration statement relating to an acquisition or merger or a registration statement on Form S-8 or subsequent similar form; or (ii) qualify a prospectus, statement of material facts or similar public offering for its account document pursuant to the securities legislation of one or more provinces of Canada or in any other jurisdiction; it shall (i) advise the account Holders by written notice at least sixty (60) days prior to the filing of others such registration statement or prospectus, statement of material facts or other public offering document (the "Public Offering Document"), which notice shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the Securities Act securities laws; and (ii) will upon the request of any such Holder include in any Public Offering Document and in any underwriting involved therewith such information as may be required to permit a public offering of the Company’s shares of Common Stock, other than Stock received by the Holder on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents exercise of this Warrant. The Company is not required to include such shares in a Public Offering Document relating to equity an offering of securities if the managing underwriter has advised the Company that the inclusion of such Warrant Interest will have an adverse effect upon the offering (in which case, the amount of securities to be issued solely in connection with any acquisition offered for the accounts of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser Holders will be reduced (or any permitted successor or assigneliminated) shall so request in writing, to the Company shall include extent necessary to reduce the total amount of securities to be included in such registration statement all or any part of offering to the Underlying Shares that amount recommended by such Purchaser requests to be registered; provided, however, that managing underwriter). In so excluding the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offeringshares, the Company may exclude not treat the Underlying Shares if so Holders less favourably than others having piggyback registration rights. The Company shall keep such Public Offering Document effective for a period of nine months from the effective date of such Public Offering Document or until such earlier date the distribution of the registered shares has been completed. In connection with such registration, the Holders will execute and deliver such customary underwriting documents and provide such information as are requested in writing by the lead managing underwriter of such offering. If less than all as a condition to the inclusion of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among shares in the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyPublic Offering Document.

Piggyback Registration Rights. If, If at any time after the First Closing Date, the Company Corporation shall determine to prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of the Company’s Common Stock, any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansplans and other than the Form S-1 currently subject to the SEC review), the Company Corporation shall deliver send to each Purchaser a Registered Holder written notice of such determination and ifand, if within 15 calendar three (3) days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) such Holder shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of the Underlying Shares that Registerable Securities (as defined in Section 9) such Purchaser Holder requests to be registered; provided, however, except that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Furtherif, in the event that the connection with any underwritten public offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyCorporation the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Corporation shall be obligated to include in such Registration Statement only such limited portion of the Registerable Securities with respect to which such Registered Holder has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registerable Securities shall be made pro rata among the Registerable Holders seeking to include Registerable Securities in proportion to the number of Registerable Securities sought to be included by such Holders. If an offering in connection with which a Holder is entitled to registration under this Section 8 is an underwritten offering, then each Holder whose Registerable Securities are included in such Registration Statement shall, unless otherwise agreed by the Corporation, offer and sell such Registerable Securities in an underwritten offering using the same underwriter or underwriters and on the same terms and conditions as other shares of Common Stock included in such underwritten offering.

Piggyback Registration Rights. IfARMG shall advise the Shareholders of warrants and/or shares of ARMG restricted Preferred Stock which were issued pursuant this Agreement (the "Shares"), by written notice, at least fifteen days prior to filing, at any time on or after the First Closing Date, the Company shall determine to prepare and file with the Commission a of any registration statement relating to an offering for its account or the account of others post-effective amendment thereto under the Securities Act of the Company’s Common Stock, other than 1933 covering common stock or equivalents thereof of ARMG (except on Form S-4 or Form S-8 or any successor form) and will, upon the request of such holders, provided that such holders shall furnish ARMG with appropriate information (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely intentions of such holders) in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company therewith as ARMG shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, and without any charge to such holders, include in any such post-effective amendment or registration statement such information as may be required to permit a public offering of the Company Shares; provided that the aggregate offering value of the Shares to be registered is reasonably anticipated to equal at least $100,000. ARMG shall supply reasonable quantities of prospectuses, qualify the Shares for sale in such jurisdictions as such holders may reasonably designate and furnish indemnification in the manner set forth in Article 12.02 hereof. Such holder shall furnish information and indemnification as set forth in Article 12.02 hereof. If the underwriter, or the individuals designated by ARMG to sell securities pursuant to the registration statement advise ARMG in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such registration, ARMG will include in such registration statement all or any part of (i) first, the Underlying securities ARMG proposes to sell, (ii) second, the Shares that such Purchaser requests requested to be registered; providedincluded in such registration, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-pro rata among the Purchasers requesting to be included. In the case holders of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying such Shares on the same terms set by basis of the underwriters for shares of Common Stock Shares to be sold for the account of the Companyoffered by such holders, and (iii) third, other securities requested to be included in such registration.

Piggyback Registration Rights. IfIf at any time following any registration by the Company of Capital Stock under the Securities Act, the Company proposes to effect another registration of Capital Stock under the Securities Act, whether or not for sale for its own account and (subject to the provisions of Section 7.1 above) whether or not pursuant to the exercise of any of the demand registration rights referred to in Section 7.1 hereof, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time, subject to the provisions of Sections 7.1 above and this Section 7.2, give prompt written notice to all Holders of its intention to do so and of each Holder's rights under this Article VII, at least 25 days prior to the anticipated filing date of the registration statement relating to such Registration. Such notice shall offer to the Holders the opportunity to include in such registration statement such number of Registrable Securities as the Holders may request. Upon the written request of any Holder made within 15 days after the receipt of the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will use its commercially reasonable efforts to effect the registration under the Securities Act and the qualification under any applicable state securities or blue sky laws (subject to the provisions of Section 7.4(d) below) of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered; provided that: (a) if such registration involves an underwritten public offering, all Holders requesting to be included in the Company's registration must, upon request by the underwriter(s), sell their Registrable Securities to such underwriter(s) selected by the Company on the same terms and conditions as apply to the Company or any selling securityholder; (b) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 7.2 and prior to the First Closing Dateeffective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansregister such securities, the Company shall deliver to each Purchaser a give written notice to all Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such determination and ifregistration (without prejudice, within 15 calendar days after however, to the date rights of delivery of the Holders immediately to request that such notice, the Purchaser registration be effected as a registration under Section 7.1); (or c) any permitted successor or assign) shall so request in writing, the Company shall include Holder requesting to be included in such registration statement all or any part may elect, in writing at least 10 days prior to the effective date of the Underlying Shares that registration statement filed in connection with such Purchaser requests registration, not to be registered; provided, however, that register such securities in connection with such registration; (d) the Company shall not be required to register effect any Underlying Shares pursuant to registration of Registrable Securities under this Section 4.18 that are eligible for resale pursuant 7.2 incidental to Rule 144 under the Securities Act. Furtherregistration of any of its securities in connection with mergers, in the event that the offering by the Company is a firm-commitment underwritten offeringacquisitions, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excludedexchange offers, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offeringsubscription offers, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans; and (e) no registration of Common Stock effected under this Section 7.2 shall relieve the Company of its obligation to be sold for the account effect a registration of the CompanyRegistrable Securities pursuant to Section 7.1.

Piggyback Registration Rights. If, at (a) If Parent (whether for its own account or for the account of a shareholder) registers any time additional shares of Parent Common Stock after the First Closing Date, Date pursuant to the Company shall determine Securities Act (other than pursuant to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each or any successor or similar forms in connection with an exchange offer or any offering of securities solely to the Parent's then existing stockholders or employees of the Parent and its subsidiaries and other than in connection with the Parent's initial public offering and with respect to the Consideration Shares), and the resale of the Consideration Shares issued to the Shareholders pursuant hereto, is then restricted as to holding period or volume under Rule 144 promulgated under the Securities Act) or their , then equivalents relating Parent will accord to equity securities the Shareholders the opportunity to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of statements the Underlying Consideration Shares that such Purchaser requests ("Piggyback Registration"). Such registration shall be on the same terms and conditions and subject to be registered; providedthe same limitations as shall apply to the other shares being registered thereby. (b) Notwithstanding anything herein to the contrary, however, that the Company Parent shall not be required obligated to register any Underlying Consideration Shares owned by the Shareholders pursuant to this Section 4.18 that are eligible for resale unless the sale or other disposition of such shares is made pursuant to Rule 144 under the Securities Act. Furthersame terms, in conditions and method of distribution applicable to the event that the offering by the Company is a firm-commitment Parent Common Stock which Parent proposes to register for itself. (c) If any registration pursuant to this Section involves an underwritten offering, Parent shall have the Company may exclude sole right to select the Underlying investment bankers and underwriters or managing underwriters to administer the offering and any Consideration Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required Shareholders to be excluded, then included in any such cutbacks registration shall be allocated pro-rata among offered pursuant to an underwriting agreement with the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set managing underwriter so selected by the underwriters for shares of Common Stock to be sold for the account of the CompanyParent.

Piggyback Registration Rights. If, at At any time after during the First period commencing six months from the Closing Date and ending five years from the Closing Date, the Company shall determine advise the Sellers or any then holder of the Conversion Shares (each such person being referred to prepare and file with herein as a “holder”) by written notice at least one (1) week prior to the Commission a filing of any registration statement relating to an offering for its account or the account of others under the Securities Act of 1933, as amended (the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the “Securities Act”) or their then equivalents relating covering securities of the Company and will, subject to equity securities to be issued solely in connection with any acquisition Section (5) of this Exhibit C, upon the request of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall holder include in any such registration statement all or any part such information as may be required to permit a public offering of the Underlying Shares that such Purchaser requests to be registeredConversion Shares; provided, however, that the Company shall not be required to register any Underlying include such Conversion Shares pursuant in a registration statement relating solely to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the an offering by the Company is a firm-commitment underwritten offering, of securities for its own account if the managing underwriter shall have advised the Company may exclude that the Underlying Shares if so requested in writing by the lead underwriter inclusion of such offeringConversion Shares will have a material adverse effect upon the ability of the Company to sell securities for its own account, and provided further that the holder is not treated less favorably than others having piggyback registration rights. If less than The Company shall keep such registration statement current for a period of nine (9) months from the effective date of such registration statement or until such earlier date as all of the Underlying registered Conversion Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be includedhave been sold. In connection with such registration, although the case of inclusion Company cannot require the managing underwriter to include Conversion Shares in a firm-commitment underwritten registered offering, the Purchasers must sell their Underlying Shares on the same terms set if requested by the underwriters for shares of Common Stock managing underwriter as a condition to be sold for the account inclusion of the Company.Conversion Shares in the registration statement, the holders shall agree to lock-up from selling the shares for such period, not to exceed twelve (12) months, as the managing underwriter shall request, in which event the Company will keep the registration statement effective for six (6) months after the expiration of the lock-up period

Piggyback Registration Rights. If, at any time after the First Closing Date, (i) Whenever the Company shall determine proposes to prepare and file register any of its Common Shares or any other common shares of the Company under the Securities Act (other than a registration (A) pursuant to a demand registration under Section 2(a) herein, (B) on Form S-8 or S-4 or any successor or similar forms, (C) relating to Common Shares or any other common shares of the Company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Commission Company or (D) 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, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to an offering for such registration to the Holders, which notice shall set forth such Holders’ rights under this Section 2(c) and shall offer the Holders the opportunity to include in such registration statement such number of Registrable Securities as the Holders may request. Upon the written request of a Holder made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Holders), the Company will use its account or best efforts to effect the account of others registration under the Securities Act of all Registrable Securities that the Company’s Common StockCompany has been so requested to register by the Holders, other than on Form S-4 or Form S-8 (each as promulgated under to the extent requisite to permit the disposition of the Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that (A) if such registration involves a Public Offering, the Holders must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company shall not be required and (B) if, at any time after giving written notice of its intention to register any Underlying Shares Registrable Securities pursuant to this Section 4.18 2(c) 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 Registrable Securities, the Company shall give written notice to the Holders 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(c) shall terminate on the date that are eligible for resale the registration statement to be filed in accordance with Section 2(a) is declared effective by the Commission. (ii) If a registration pursuant to Rule 144 under this Section 2(c) involves a Public Offering and the Securities Act. Furthermanaging underwriter thereof advises the Company that, in its view, the number of Common Shares, if any, or other Common Shares that the Company and the Holders intend to include in such registration exceeds the largest number of Common Shares (including any other Common Shares or warrants of the Company) that can be sold without having an adverse effect on such Public Offering (the “Maximum Offering Size”), the Company will include in such registration only that number of Common Shares which does not exceed the Maximum Offering Size, in the event that the offering by following order of priorities: (1) first, all securities the Company is a firm-commitment underwritten offeringproposes to sell for its own account, (2) second, up to the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter full number of such offering. If less than all of the Underlying Shares are required securities proposed to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold registered for the account of the Companyholders 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 and the Holders pursuant to this Appendix I. If as a result of the proration provisions of this Section 2(c)(ii), the Holders are not entitled to include all such Registrable Securities in such registration, such Holders may elect to withdraw their request to include any Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall have no obligations under this Section 2(c) hereof at any time that such Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. IfIn addition to the Company’s agreement pursuant to Section 2(a) above, if the Company shall, at any time after during the First Closing DateEffectiveness Period or as contemplated pursuant to Section 2(c)(1), determine (i) to register for sale any of its Common Shares in an underwritten offering, or (ii) to file a registration statement covering the resale of any Common Shares held by any of its shareholders (other than the registration contemplated in Section 2(a) above), the Company shall determine provide written notice to prepare the Holders, which notice shall be provided no less than fifteen (15) calendar days prior to the filing of such applicable registration statement (the “Company Notice”). In that event, the right of any Holder to include the Registrable Securities in such a registration shall be conditioned upon such Xxxxxx’s written request to participate which shall be delivered to the Company within ten (10) calendar days after the Company Notice, as well as such Xxxxxx’s participation in such underwriting (if applicable, for purposes of this paragraph) and file the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the Commission Company and any other shareholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting. Notwithstanding anything herein to the contrary, if the underwriter determines that marketing factors require a registration statement relating to an offering for its account limitation on the number of Common Shares or the account amount of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of Registrable Securities that may be included in connection the registration and underwriting, if any. The number of Registrable Securities to be included in such registration and underwriting shall be allocated first to the Company, then to all other selling shareholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter. A Holder with Registrable Securities included in any registration shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required in order to comply with any acquisition of any entity applicable law or business or equity securities issuable regulation in connection with the stock option registration of such Holder’s Registrable Securities or other employee benefit plans, the any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. The Company shall deliver have the right to each Purchaser a written notice terminate or withdraw any registration initiated by it before the effective date of such determination and ifregistration, within 15 calendar days after the date of delivery of such notice, the Purchaser (whether or not any permitted successor or assign) shall so request in writing, the Company shall Holder has elected to include Registrable Securities in such registration statement all or any part of registration. Notwithstanding the Underlying Shares that such Purchaser requests to be registered; providedforegoing, however, that the Company shall not be required to register any Underlying Shares Registrable Securities pursuant to this Section 4.18 2(d) that are eligible for resale pursuant to Rule 144 under without restriction (including, without limitation, volume restrictions) or that are the Securities Actsubject of a then-effective Registration Statement. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the The Company may exclude postpone or withdraw the Underlying Shares if so requested filing or the effectiveness of a Piggyback Registration at any time in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyits sole discretion.

Piggyback Registration Rights. If, at Whenever eVS proposes to register any time after the First Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering Common Stock for its eVS's own or others' account or the account of others under the Securities Act of 1933 (the Company’s Common Stock"1933 Act") for a public offering for cash, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents a registration relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company eVS shall deliver to give each Purchaser a holder of Registrable Securities (as hereinafter defined) written notice of eVS's intent to do so. Upon the written request of any such determination and if, holder given within 15 calendar thirty (30) days after the date of delivery receipt of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include eVS will use eVS's reasonable efforts to cause to be included in such registration statement all or any part of the Underlying Shares Registrable Securities that such Purchaser holder requests to be registered; provided, however, . If eVS is advised in writing in good faith by any managing underwriter of the securities being offered pursuant to any registration statement under this Article 5 that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter number of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold pursuant to such registration statement is greater than the number of such shares that can be offered without adversely affecting the offering, then eVS shall first register the shares sought to be registered by eVS for its own account; second, eVS shall register the number of shares offered for the account of the Company.stockholders of eVS who are parties to 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 the registration, reducing pro rata the number of shares offered for the accounts of holders of Registrable Securities (based upon the number of Shares proposed to be sold pursuant to such registration statement by each such holder) to a number deemed satisfactory by such managing underwriter if

Piggyback Registration Rights. IfAs used herein, a “Registration Statement” shall mean any registration statement filed by the Company with the Commission under the Securities Act at any time after or from time to time while any Registrable Securities remain outstanding; provided, however, that a Registration Statement for the First Closing Datepurposes hereof shall not include: (A) any registration statement (or amendment thereto) filed by the Company in respect of a rights offering to be undertaken by the Company and completed within 150 days of the Closing; (B) a registration relating to employee benefit plans (whether effected on Form S-8 or its successor); or (C) a registration effected on Form S-4 (or its successor). If at any time or from time to time while any Registrable Securities remain outstanding, the Company shall determine to prepare and file with the Commission a registration statement relating register or shall be required to an offering for register any of its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 pursuant to a Registration Statement excluded from the definition of “Registration Statement” set forth in the preceding sentence, whether or Form S-8 not for its own account, the Company shall: (i) provide to each as promulgated under Purchaser written notice thereof at least ten days prior to the Securities Act) or their then equivalents relating to equity securities to be issued solely filing of the Registration Statement by the Company in connection with such registration; (ii) include in such registration, and in any acquisition of any entity or business or equity securities issuable underwriting involved therein, all those Registrable Securities specified in connection with the stock option or other employee benefit plans, a written request by each Purchaser received by the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar five days after the date Company mails the written notice referred to above. The Company may withdraw the registration at any time. If a registration covered by this Section 4.2 is an underwritten registration on behalf of delivery the Company, and the underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such notice, registration exceeds the Purchaser (or any permitted successor or assign) shall so request number which can be sold in writingsuch offering without adversely affecting the marketability of the offering, the Company shall include in such registration: (1) first, the securities the Company proposes to sell, (2) second, the Registrable Securities and other securities requested to be included in such registration, pro rata among the selling Purchasers and any other selling security holders on the basis of the number of shares owned by each such Purchaser and other selling security holder. The Purchasers’ right to have Registrable Securities included in the first registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering filed by the Company is a firm-commitment underwritten offering, may be deferred to the Company may exclude the Underlying Shares if so requested in writing second registration statement filed by the lead Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of such offering. If less than some or all of the Underlying Shares are required to be excludedRegistrable Securities held by the Purchasers, then but such cutbacks deferral shall be allocated pro-rata among only to the Purchasers requesting to be included. In extent of such required exclusion as determined by the case underwriter; and (iii) if the registration is an underwritten registration, each Purchaser of inclusion Registrable Securities shall enter into an underwriting agreement in a firm-commitment underwritten customary form with the underwriter and provide such information regarding Purchaser that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares including completion of Common Stock to be sold for the account of the CompanyFINRA Questionnaires.

Piggyback Registration Rights. IfThe Company warrants that if the Company, at any time, proposes to register any of its securities under the Act, including under an SB-2 Registration Statement or otherwise (and such registration statement allows for the registration of the shares constituting the Purchase Price as determined by the Company's counsel) it will each such time give written notice to Seller of its intention so to do. Upon the written request of Seller given within 30 days after the First Closing Datereceipt of any such notice, the Company shall determine will use its best efforts to prepare and file with cause all the Commission a registration statement relating Shares of Common Stock which constitutes the Purchase Price to an offering for its account or the account of others be registered under the Securities Act of the Company’s Common Stock1933, other than on Form S-4 or Form S-8 as amended (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option securities which the Company at the time propose to register), all to the extent requisite to permit the sale or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part disposition by Seller of the Underlying Shares that such Purchaser requests to be so registered; provided, however, that the Company shall not be required may, as a condition precedent to register any Underlying Shares pursuant its effective such registration, require Seller, or its assigns, to this Section 4.18 that are eligible for resale pursuant to Rule 144 under agree with the Securities Act. Further, in Company and the event that managing underwriter or underwriters of the offering to be made by the Company is a firm-commitment underwritten offering, in connection with such registration that Seller or assigns will not sell any securities of the same class or convertible into the same class as those registered by the Company may exclude (including any class into which the Underlying Shares if so requested securities registered by the Company are convertible) for such reasonable period (not to exceed 180 days) after such registration becomes effective as shall then be specified in writing by such underwriter or underwriters if in the lead underwriter opinion of such offeringunderwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. If less than All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Underlying Shares are Company and or counsel for Seller and the expense of any special audits incident to or required to be excluded, then by any such cutbacks registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set paid by the underwriters for Company. Notwithstanding the foregoing, Seller or assigns shall pay all underwriting discounts or commissions with respect to shares of Common Stock to sold by Seller or assignsThere can be sold for no assurances that the account of the CompanyCompany will file any such registration statement or, if filed, that any such registration statement will be declared effective.

Piggyback Registration Rights. If, (a) If at any time after the First Closing Date, anytime the Company shall determine proposes to prepare and file with the Commission a registration statement relating to an offering for its account or the account register any shares of others Common Stock under the Securities Act of 1933 (the Company’s Common Stock, other "Act") for sale for cash (otherwise than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the registration of securities issuable pursuant to an employee stock option option, director stock option, stock purchase or other employee benefit planssimilar plan or pursuant to a merger, exchange offer or in a transaction of the type specified in Rule 145(a) under the Act), the Company shall deliver to each Purchaser a written give WITECH and QLP (individually an "Investor" or collectively the "Investors") notice of such determination and if, proposed registration at least thirty (30) days prior to the filling of the registration statement. At the written request of either Investor delivered to the Company within 15 calendar fifteen (15) days after the date receipt of delivery the notice from the Company, which request shall state the number of such notice, Shares that the Purchaser (Investor wishes to sell or any permitted successor or assign) shall so request in writingdistribute publicly under the registration statement proposed to be filed by the Company, the Company shall use its reasonable best efforts to register under the Act such Shares, and to cause such registration (the "Piggyback Registration") to become and remain effective as provided in Paragraph 6, below. (b) If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters thereof advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration statement all or (i) first, the securities the Company proposes to sell and (ii) second, the securities the Investor(s) and any part other stockholder of the Underlying Shares Company proposes top sell in proportion to the number of shares such proposes to sell. (c) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters thereof advise the Company in writing that such Purchaser requests in their opinion the number of securities requested to be registered; provided, however, that included in such registration exceeds the Company shall not number which can be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, sold in the event that the offering by the Company is a firm-commitment underwritten such offering, the Company may exclude will include in such registration the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all securities Investor(s) and any other stockholders of the Underlying Shares are required Company proposes to be excluded, then such cutbacks shall be allocated pro-rata among sell in proportion to the Purchasers requesting number of shares each proposes to be includedsell. In the case event the Company subsequently desires to participate in such a registration of inclusion in a firm-commitment underwritten offeringsecurities, the Purchasers must sell their Underlying Shares provisions of Section 5(b) (and not of this Section 5 (c) shall apply with respect to determining priority on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companysuch registration.

Piggyback Registration Rights. IfUntil such time as the Registrable Securities may be sold in accordance with Rule 144(b) of the Commission under the Securities Act, if the Company at any time after proposes to file on its behalf and/or on behalf of any of its security holders (the First Closing Date“Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form or to the Company’s employees pursuant to any employee benefit plan, 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 Holder at least ten (10) Business Days before the initial filing with the Commission of the 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 ten (10) Business Days before the anticipated effective date of the registration statement), which notice shall set forth the intended method of disposition of the securities that the Company proposes to register. The notice shall offer to include in such filing the aggregate number of Registrable Securities as the Registered Holder may request. Nothing in this Section 5A shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 5A at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall determine notify the Registered Holder of such discontinuation of the registration. The Registered Holder desiring to prepare have Registrable Securities registered under this Section 5A shall advise the Company in writing within five (5) Business Days after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company in writing that, in their good faith opinion, the number of Registrable Securities to be included in such registration would materially and file adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration in accordance with the Commission a following priority; (a) first, the securities to be included in such registration statement relating by the holder or holders initiating the registration and (b) the Registrable Securities requested to an offering be included in such registration by the Registered Holder and securities proposed to be sold by the Company for its own account or requested to be included in such registration by holders of securities other than the account Registered Holder (pro rata based on the number of others securities proposed to be sold by the Registered Holder and the Company). Except as otherwise provided in Section 5C, the Company shall bear all expenses of such registration. If any registration pursuant to this Section 5A 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 Issuance, will not enter into, any agreement that is inconsistent with the rights granted to the Registered Holder in this Warrant or that otherwise conflicts with its provisions. The rights granted to the Registered Holder 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 granted are not in conflict with or inconsistent with the provisions of this Warrant. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during the one hundred eighty (180) 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 5A (except as part of such underwritten registration) plus the extension period that is requested by the managing underwriter or underwriters to address FINRA regulations regarding the publication of research, 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 Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated Commission under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company.

Piggyback Registration Rights. If, (A) If at any time following six (6) months after the First Closing Effective Date and prior to 3 years after the Effective Date, the Company shall determine proposes to prepare and file with the Commission a registration statement relating to an offering for its account or the account register shares of others Common Stock under the Securities Act of the Company’s Common Stock, for distribution for its account pursuant to a primary underwritten offering (other than a registration statement on Form S-8 or Form S-4 or Form S-8 any successor forms to such Forms) and the Company may register such offering on a form that would also permit the registration of the Registrable Stock, the Company shall, each such time, promptly give the Shareholder written notice of such determination. Upon the written request of the Shareholder given within fifteen (each as promulgated under 15) days following such notice by the Securities Act) or their then equivalents relating Company, subject to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansSection 4(B), the Company shall deliver use its reasonable best efforts to each Purchaser cause to be registered under the Act (and any related qualification or registration under blue sky laws) and included within any underwriting involved therein, all of the Registrable Stock that the Shareholder has requested be registered. Such written request may specify all or a written notice part of the Shareholder’s Registrable Stock. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such determination and ifregistration whether or not the Shareholder has elected to include securities in such registration. (B) If lead underwriters of an underwritten primary registration advise the Company that, within 15 calendar days after the date of delivery of such noticein their good faith judgment, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include number of securities requested to be included in such registration statement all or any part exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the Underlying Shares that offering, then the Company will include in the Registration Statement relating to such Purchaser requests registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Stock requested to be registered; provided, however, that included in such registration by the Stockholder(s) and any other stockholders of the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under (“Other Security Holders”) reduced on a pro rata basis, based on the amount of Acquired Securities Act. Further, in the event that the offering owned by the Company is a firm-commitment underwritten offeringrequesting Stockholder(s) and, if applicable, the Company may exclude the Underlying Shares if so requested in writing securities owned by the lead underwriter of each such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyOther Security Holders.

Piggyback Registration Rights. If, at any time after the First Closing Date, the The Company shall determine advise the Holder by written notice at least ten (10) calendar days prior to prepare and file with the Commission filing of a registration statement relating to an offering for its account or the account of others Registration Statement under the Securities Act (excluding registration on Forms X-0, X-0, or any successor forms thereto), covering securities of the Company to be offered and sold (whether by the Company or any stockholder thereof) and shall, upon the request of the Holder given at least five (5) calendar days prior to the filing of such Registration Statement, include in any such Registration Statement such information as may be required to permit an offering of the Restricted Stock. The Holder shall promptly furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in the Registration Statement. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under and the Securities Act) or managing underwriters advise the Company in writing that in their then equivalents relating to equity opinion the number of securities requested to be issued solely included in connection with any acquisition of any entity or business or equity securities issuable such registration exceeds the number which can be sold in connection with an orderly manner in such offering within a price range acceptable to the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writingCompany, the Company shall include in such registration statement all or (i) first, the securities the Company proposes to sell, and (ii) second, the Restricted Stock and any part of the Underlying Shares that such Purchaser requests other registrable securities eligible and requested to be registered; provided, however, included in such registration to the extent that the Company shall not number of shares to be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Furtherregistered will not, in the event that opinion of the managing underwriters, adversely affect the offering of the securities pursuant to clause (i), pro rata among the holders of such registrable securities, including the Holder of the Restricted Stock, on the basis of the number of shares eligible for registration which are owned by all such holders. Notwithstanding the Company is a firm-commitment underwritten offeringforegoing, the Company may exclude withdraw any registration statement referred to in this Section 3 without thereby incurring liability to the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all holders of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyRestricted Stock.

Piggyback Registration Rights. If, If at any time after between the First Closing Datesecond and fourth anniversary of the date on which the issuance of the Shares was approved by the AXSI shareholders (July 21, the Company shall determine 1998), XXXX xxxposes to prepare and file with the Commission SEC a registration statement relating to an offering for its account or the account of others (a "Piggyback Registration Statement") under the Securities Act with respect to any offering of the Company’s Common Stockany Shares, other than on Form S-4 (i) a registration statement with respect to any employee stock options or Form S-8 (each as promulgated under the Securities Act) similar securities, securities issued or their then equivalents relating to equity securities to be issued solely pursuant to any employee benefit plan, or any interests in connection with any acquisition of any entity or business or equity securities issuable employee benefit plan, (ii) a registration statement in connection with the stock option consummation of an acquisition or other employee benefit plansbusiness combination transaction, or (iii) a registration statement filed in connection with an exchange offer or an offering of securities to AXSI's existing security holders, AXSI shall in each case give written notice (a "Piggyback Registration Notice") of such proposed filing of such Piggyback Registration Statement to XLV as soon as practicable, but in no event less than 20 days before the Company shall deliver anticipated filing date, and shall, subject to each Purchaser the provisions of this Section VII.B, use its commercially reasonable efforts to include in such Piggyback Registration Statement the Registrable Securities with respect to which AXSI has received from XLV a written notice of such determination and if, request for inclusion therein within 15 calendar days after the date of delivery of such noticePiggyback Registration Notice is given to XLV. Notwithstanding the foregoing, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall AXSI will not be required to register include any Underlying Registrable Securities in any registration statement if such registration statement is declared effective on or following the fourth anniversary of the approval of the issuance of the Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offeringAXSI shareholders (July 21, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included1998). In the case of an underwritten registration, if the managing underwriters advise AXSI in writing that in their opinion the inclusion in such registration statement of all the Registrable Securities proposed to be included (together with any Shares proposed to be included in such registration statement by other holders of Shares who also have exercised piggyback registration rights with respect to such registration) would interfere with the successful marketing of the securities proposed to be registered, then XLV shall be entitled to include such number of shares as, in the opinion of the managing underwriter, would not so interfere and such shares shall be allocated among XLV and any other holders of Shares who have also had exercised piggyback registration rights with respect to such registration pro rata in proportion to their respective holdings of Shares (or as they may otherwise agree). The delivery of a firm-commitment Piggyback Registration Notice by AXSI shall in no way obligate AXSI to file a Piggyback Registration Statement under this Section VII.B and notwithstanding any such filing, AXSI may, in its sole discretion, determine not to offer the securities to which the registration statement relates or to otherwise withdraw such registration statement. XLV may not participate in any registration hereunder unless XLV (x) in the case of an underwritten offeringregistration, agrees to sell such Registrable Securities on the Purchasers must sell their Underlying basis provided in any underwriting arrangements approved by AXSI, (y) provides all such information as is reasonably required to effect such registration and completes and executes all undertakings, questionnaires, powers of attorney, indemnities, underwriting agreements (in the case of an underwritten registration) and other documents reasonably required under the terms of such underwriting arrangements (in the case of an underwritten registration) or applicable laws and (z) in the case of an underwritten registration, complies with all other reasonable requests of the managing underwriter (including but not limited to requests for the delivery of customary legal opinions by counsel to XLV) and complies with all other reasonable requests related to such registration. 12 1. If the registration statement filed by AXSI in which the Registrable Securities are permitted to be included pursuant to this Section VII.B provides for the offering of Shares on a delayed or continuous basis (a "Shelf Registration Statement" and, together with a Demand Registration Statement and a Piggyback Registration Statement, a "Registration Statement"), then any Registrable Securities included in such Shelf Registration Statement likewise, subject to the same terms set provisions of this Agreement, will be permitted to be offered on such delayed or continuous basis between the second and fourth anniversary of the date on which the issuance of the Shares was approved by the underwriters for shares of Common Stock to be sold for the account of the CompanyAXSI shareholders (July 21, 1998).

Piggyback Registration Rights. If, at any time after the First Closing Date, the Company (a) If NMHC shall determine to prepare and file with the Commission a registration statement relating to an offering register any of its securities either for its own account or the account of others under the Securities Act of the Company’s Common Stock, a security holder or holders exercising demand registration rights (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents a registration relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit or Stock Option Plan plans, a registration relating solely to a Commission Rule 145 transaction or a registration on any registration form which does not permit secondary sales), NMHC will (i) notify the Company shall deliver to each Purchaser a Holders by written notice of such determination thereof within twenty (20) days prior to filing any registration statement; and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assignii) shall so request in writing, the Company shall include in such registration statement and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within ten (10) days after receipt of the written notice from NMHC described in clause (i) above, except as set forth in Section 3.1(b) below. Such written request may specify all or any a part of a Holder's Registrable Securities. (b) If the Underlying Shares that registration of which NMHC gives notice is for a registered public offering involving an underwriting, NMHC shall so advise the Holders by written notice. All Holders proposing to distribute their Registrable Securities through such Purchaser requests underwriting shall (together with NMHC distributing its securities for its own account through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by NMHC. Notwithstanding any other provision of this Section 3.1, if the representative of the underwriters advises NMHC in writing that, in its opinion, marketing factors require a limitation on the number of shares to be registered; providedunderwritten, howeverNMHC shall so advise all Holders requesting registration, and the number of shares that the Company shall not may be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, included in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks registration and underwriting shall be allocated pro-rata among first to NMHC for securities being sold for its account or to the Purchasers requesting security holder or holders exercising demand registration rights for securities being sold for their account, as the case may be, and then in the following manner: (i) the securities requested to be included. In registered by officers or directors of NMHC (other than officers or directors who are also Holders) shall be excluded from such registration and underwriting to the case extent required by such limitation in proportion, as nearly as practicable, to the respective amounts of inclusion in securities requested to be registered by such officers and directors, and (ii) if a firm-commitment underwritten offeringlimitation on the number of shares is still required, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be securities being sold for the account of the CompanyHolders shall be excluded from such registration and underwriting to the extent required by such limitation in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration. If any Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to NMHC and the underwriter.

Piggyback Registration Rights. If, at any Each time after the First Closing Date, the Company shall determine that VCI proposes to prepare and file with the Commission a ----------------------------- registration statement relating to an offering for its account or the account of others under the Securities Act with respect to an offering of VCI Common Stock either by VCI or by shareholders of VCI on a form that would also permit the registration of shares of VCI Common Stock held by the Selling Shareholders, VCI will give written notice of such proposal to each Selling Shareholder. Each Selling Shareholder may, by written request given within ten business days after receipt of any such notice, require VCI to use its best efforts to cause all or part of such person's shares of VCI Common Stock to be issued pursuant to this Agreement to be included in such registration statement. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering advise VCI in writing that inclusion of such shares would (a) make it impracticable to conduct an underwritten offering of the Company’s VCI Common StockStock being registered at the price at which such VCI Common Stock could be sold with such inclusion, or (b) materially and adversely interfere with the offering, then the number of shares of VCI Common Stock requested to be included in such registration by the Selling Shareholders may be reduced or eliminated. In connection with any registration pursuant to this Section 7.1 covering an underwritten public offering, VCI and each Selling Shareholder whose shares are included therein shall enter into a written agreement with a managing underwriter containing such provisions as are customary in the securities business for such an arrangement. In connection with any such registration, each such Selling Shareholder shall (a) provide such information and execute such documents as may be reasonably required in connection with such registration, (b) agree to sell such shares on the basis provided in any underwriting arrangements, and (c) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other than on Form S-4 or Form S-8 (each documents required under the terms of such underwriting arrangements. Notwithstanding the foregoing, the registration rights set forth in this Section 7.1 shall terminate at such time as promulgated the Selling Shareholders are eligible, pursuant to Rule 144(k) under the Securities Act) or , to resell their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 shares without restriction under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyfederal securities laws.

Piggyback Registration Rights. If, If at any time within two (2) years after complete exercise of this Warrant the First Closing Date, the Company shall determine Corporation proposes to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others register under the Securities 1933 Act of the Company’s Common Stock, other than on (except by a Form S-4 or Form S-8 (each as promulgated under the Securities ActRegistration Statement or any successor forms thereto) or their then equivalents relating to equity securities to be issued solely in connection with qualify for a public distribution under Section 3(b) of the 1933 Act, any acquisition of any entity or business or equity securities issuable in connection with its securities, it will notify the stock option or other employee benefit plans, the Company shall deliver Holder hereof at least twenty (20) days prior to each Purchaser a written such filing and will use its best efforts to include in the Registration Statement (to the extent permitted by applicable regulation) the Shares purchased or purchasable by the Holder upon the exercise of the Warrant to the extent requested by the Holder hereof within ten (10) days after receipt of notice of such determination and if, within 15 calendar days after filing (which request shall specify the date of delivery of such notice, interest in this Warrant or the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests intended to be registeredsold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof); provided, however, that the Company shall not be required to register any Underlying if a greater number of Shares pursuant to this Section 4.18 that are eligible is offered for resale pursuant to Rule 144 under the Securities Act. Further, participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering can be accommodated without adversely affecting the proposed offering, then the amount of Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. In the event that of such a reduction, the Holder hereby agrees that, for a period of 180 days after the consummation of a primary public offering by the Company is a firm-commitment underwritten offeringCorporation of its securities (the “Offering Date”), if any, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all Holder, upon request of the Underlying Shares are required managing underwriter, will not, directly or indirectly, offer to be excludedsell, then such cutbacks shall be allocated pro-rata among the Purchasers requesting hypothecate, contract to be included. In the case of inclusion in a firm-commitment underwritten offeringsell, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for grant any option to purchase, pledge or otherwise dispose of, any shares of Common Stock issued upon exercise of this Warrant beneficially owned by the undersigned on the Offering Date and not permitted to be sold for included in such registration statement. The undersigned also agrees and consents to the account entry of stop 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 CompanyRegistration 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 to establish that the proposed sale is exempt under the 1933 Act as to any proposed distribution.

Piggyback Registration Rights. IfUntil such time as the Registrable Securities may be sold in accordance with Rule 144(b) of the Commission under the Securities Act, if the Company at any time after proposes to file on its behalf and/or on behalf of any of its security holders (the First Closing Date“Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form or to the Company’s employees pursuant to any employee benefit plan, 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 Holder at least ten (10) days before the initial filing with the Commission of the 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 ten (10) days before the anticipated effective date of the registration statement), which notice shall set forth the intended method of disposition of the securities that the Company proposes to register. The notice shall offer to include in such filing the aggregate number of Registrable Securities as the Registered Holder may request. Nothing in this Section 5A shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 5A at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall determine to prepare and file with notify the Commission a registration statement relating to an offering for its account or the account Registered Holder of others under the Securities Act such discontinuation of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated registration. The Registered Holder desiring to have Registrable Securities registered under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, this Section 5A shall advise the Company shall deliver to each Purchaser a written notice of such determination and if, in writing within 15 calendar five (5) days after the date of delivery receipt of such noticeoffer from the Company, setting forth the amount of Registrable Securities for which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company in writing that, in their good faith opinion, the Purchaser number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration in accordance with the following priority: (1) first, the securities to be included in such registration by the Company or any permitted successor the holder or assignholders initiating the registration and (2) shall so request next, the Registrable Securities requested to be included in writingsuch registration by the Registered Holder. Except as otherwise provided in Section 5D, the Company shall include in bear all expenses of such registration. If any registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 5A is underwritten, the Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during the one hundred eighty (180) 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 5A (except as part of such underwritten registration) plus the extension period that are eligible for resale is requested by the managing underwriter or underwriters to address FINRA regulations regarding the publication of research 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. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company.

Piggyback Registration Rights. If(a) If the Company proposes to file a Registration Statement with the SEC respecting an offering, at whether primary or secondary, of any time after debt securities of the First Closing DateCompany other than a Demand Registration, the Company shall determine give written notice to prepare and file with all the Commission a registration statement Holders of Debentures at least 30 days prior to the initial filing of the Registration Statement relating to an offering for its account or such offering. Each Holder shall have the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and ifright, within 15 calendar 20 days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so to request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, writing that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, include all or a portion of such Holder's Debentures in such Registration Statement ("Piggyback Registration Rights"). (b) In the event that the proposed offering by the Company is a firm-commitment an underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required offering covering debt securities to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold offered for the account of the Company, the provisions of this Section 2.2(b) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate principal amount of Company Securities and the principal amount of Debentures that the Holders have requested to be registered exceeds the maximum principal amount of securities specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the securities being distributed. If the managing underwriter delivers such Cutback Notice, the principal amount of Company Securities and Debentures requested to be registered shall be reduced in the following order until the principal amount of securities to be offered has been reduced to the maximum principal amount of securities specified by the managing underwriter in the Cutback Notice: first, the Debentures in proportion to the respective principal amount of Debentures that each Holder has requested to be registered and second, the Company Securities. (c) The provisions of this Section 2.2 shall not be applicable in connection with (i) a registration statement filed by the Company pursuant to Section 2.1 or (ii) a transaction in which a registration statement is filed by the Company on Form S-4 or any successor forms.

Piggyback Registration Rights. IfThe Company agrees that if, at any time after and from time to time while the First Closing DateHolder holds the Warrants or any Registrable Shares, the Board of Directors of the Company shall determine to prepare and file with authorize the Commission filing of a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, (other than a registration statement on Form S-4 X-0, Xxxx X-0 or Form S-8 (each any other form which does not include substantially the same information as promulgated under would be required in a form for the Securities Act) or their then equivalents relating to equity general registration of securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable such as the Shares purchasable hereunder), in connection with the stock option proposed offer of any of its securities by it or other employee benefit plansany of its shareholders, the Company shall deliver will (i) notify the Holder of the Warrants and/or the Registrable Shares that such registration statement will be filed and that the Registrable Shares which are then held, and/or may be acquired upon exercise of the Warrants by the Holder, will be included in such registration statement at the Holder's written request, (ii) cause such registration statement to each Purchaser a written notice cover all of such determination Registrable Shares which it has been so requested to include, and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assigniii) shall so request in writing, take all other action that the Company shall and its counsel deem necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Shares which it has been so requested to include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registeredsold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period, not in excess of six months, necessary for the Holder to effect the proposed sale or other disposition; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to have no obligation under this Section 4.18 that are eligible for resale pursuant 7 to Rule 144 under the Securities Act. Furtherextent that, with respect to a registration statement filed in the event that the connection with a public offering by the Company is a firm-commitment underwritten offeringor private placement, the Company may exclude the Underlying Shares if so requested in writing by the lead managing underwriter of such offering. If less than all of , or placement agent for such placement, determines that the Underlying Registrable Shares are required requested to be excludedregistered under this Section 7, then or a portion thereof, should be excluded from such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyregistration statement.

Piggyback Registration Rights. If, If at any time after prior to the First Closing Dateremoval of restrictive legends pursuant to Rule 144(k) (i.e. holding period), (i) the Company proposes to register shares of Common Stock under the Securities Act, other than on Forms S-8 , S-4 or any successor forms, in connection with a public offering of such shares for cash (a “Proposed Registration”) and (ii) a Registration Statement covering the resale of all of the shares (“Registrable Securities”) is not then effective and available for sales thereof by the Investors, the Company shall, at such time, promptly give each Investor written notice of such Proposed Registration. Each Investor shall have ten (10) Business Days from its receipt of such notice to deliver to the Company a written request specifying the amount of Registrable Securities that such Investor intends to sell and such Investor’s intended method of distribution. Upon receipt of such request, the Company shall determine use its best efforts to prepare and file with cause all Registrable Securities which the Commission a registration statement relating Company has been requested to an offering for its account or the account of others register to be registered under the Securities Act to the extent necessary permit their sale or other disposition in accordance with the intended methods of distribution specified in the Company’s Common Stockrequest of such Investor; provided, other than on Form S-4 however, that the Company shall have the right to postpone or Form S-8 (each as promulgated under withdraw any Proposed Registration without obligation to the Securities Act) or their then equivalents relating to equity securities to be issued solely Investor. If, in connection with any acquisition underwritten public offering for the account of any entity the Company or business or equity securities issuable for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in connection with a Proposed Registration because, in the stock option judgment of such underwriter(s), marketing or other employee benefit plansfactors dictate such limitation is necessary to facilitate such offering, then the Company shall deliver be obligated to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part Proposed Registration only such limited portion of the Underlying Shares that Registrable Securities with respect to which each Investor has requested inclusion hereunder as such Purchaser requests underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rate among the Investors seeking to include Registrable Securities in a Proposed Registration, in proportion to the number of Registrable Securities sought to be registeredincluded by such Investors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Proposed Registration or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be required made pro rata with holders of other securities having the right to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, include such securities in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyProposed Registration.

Piggyback Registration Rights. (a) If, at any time after the First Closing Date, the Company shall determine propose to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form Forms S-4 or Form S-8 (each as promulgated under the Securities Actor any successor to such forms) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans(each, a “Piggyback Registration”), the Company shall deliver give notice to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares Securities that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 4.14 that are eligible for resale pursuant to Rule 144 under the Securities ActAct without any requirement for the Company to maintain current public information and without any limitation on volume or manner of sale. FurtherThe Company shall use best efforts to cause such registration statement to become effective as soon as practicable. (b) Notwithstanding the foregoing, if the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company in the event writing that the offering by dollar amount or number of shares of the Common Stock which the Company is a firm-commitment underwritten offeringdesires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Shares hereunder, the Company may exclude Shares as to which registration has been requested under this Section 4.14, and the Underlying Shares shares of Common Stock, if so any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in writing by such offering without adversely affecting the lead underwriter proposed offering price, timing, distribution method, or probability of success of such offering. If less than all offering (such maximum dollar amount or maximum number of shares, as applicable, the Underlying Shares are required to be excluded“Maximum Number of Shares”), then the Company shall include in any such cutbacks shall be allocated pro-rata among registration: (i) If the Purchasers requesting to be included. In registration is undertaken for the case of inclusion in a firm-commitment underwritten offeringCompany’s account: (A) first, the Purchasers must sell their Underlying shares or other securities that the Company desires to issue that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares on has not been reached under the same terms set by foregoing clause (A), the underwriters for shares of Common Stock, if any, including the Shares, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such Person has actually requested to be included in such registration, regardless of the number of shares with respect to which such Persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (ii) If the registration is a “demand” registration undertaken at the demand of persons pursuant to written contractual arrangements of the Company with such Persons, (A) first, the shares of Common Stock for the account of the Companydemanding Persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, including the Shares, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock which each such Person has actually requested to be included in such registration, regardless of the number of shares with respect to which such Persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares.

Piggyback Registration Rights. If, If at any time after the First Closing Dateor from time to time, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering register any of its securities, for its own account or the account of others under the Securities Act of the Company’s Common Stockits shareholders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents a registration relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, or a transaction relating solely to an SEC Rule 145 transaction, a transaction relating to solely the sale of debt or convertible debt instruments or a registration on any form (other than Form X-0, X-0 or S-3, or their successor forms) which does not include substantially the same information as would be required to be included in a registration statement covering the sale of shares of Common Stock; (a) The Company shall deliver will: (i) give to each Purchaser a the Holder written notice thereof as soon as practicable prior to filing the registration statement; and (ii) include in such registration and in any underwriting involved therein, all the shares of such determination and if, within 15 calendar days after Common Stock as shall have been requested by any other holders of the date of delivery of such notice, Common Stock. (b) If the Purchaser (or any permitted successor or assign) shall so request in writingregistration is for a registered underwritten public offering, the Company shall include in such registration statement all or any so advise the Holder as part of the Underlying Shares that written notice given pursuant to Section 3.5(a)(i) above. In such Purchaser requests to be registered; providedevent, however, that the Company shall not be required right of the Holder to register any Underlying Shares pursuant to this Section 4.18 3.5 shall be condition upon the Holder's participation in such underwriting and the inclusion of such Holder's Shares in the underwriting to the extent provided herein. The Holder and other holders of the Company's Common Stock, to the extent not in violation of any pre-existing rights of other holders of the Company's Common Stock, shall, enter into an underwriting agreement along with the Company in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 3.5, if the managing underwriter determines that are eligible for resale marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of securities in the offering to be included in the registration and underwriting. The Company shall so advise all Holder and the other holders distributing their securities through such underwriting pursuant to Rule 144 under piggyback registration rights similar to this Section 3.5, and the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter number of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock and other securities that may be included in the registration and underwriting shall be allocated among the Holder and other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder and holders, and other securities held by other holders at the time of filing the registration statement; except that the rights of those holders which have pre-existing rights contrary to this Section 3.5 shall not be sold for impaired by the account operation of this Section 3.5. If the Holder disapproves of the Companyterms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company shall bear the costs of registering the Registrable Securities in such registration.

Piggyback Registration Rights. If, at any time after the First Closing Date, (a) If the Company shall determine to prepare and file with the Commission a registration statement relating to an offering register any of its securities either for its own account or the account of others a shareholders) exercising demand registration rights, other than a registration relating solely to employee benefit plans, or a registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities Act of 1933, or a registration on any registration form which does not permit secondary sales or does not include substantially the Company’s Common Stock, other than on Form S-4 or Form S-8 (each same information as promulgated under the Securities Act) or their then equivalents relating to equity securities would be required to be issued solely included in connection with any acquisition a registration statement covering the sale of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansStock, the Company shall deliver will promptly give to each Purchaser a the Founder written notice of such determination thereof and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement (and any related qualification under blue sky laws), and in any underwriting involved therein, the number of Vested Shares specified in a written request made by the Founder within fifteen (15) days after receipt of such written notice from the Company, except as set forth in Section 4(b) below. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the right of any Founder to registration shall be conditioned upon the Founder's participation in such underwriting and the inclusion of such Founder's Stock in the underwriting pursuant to an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section, if the underwriter reasonably determines that marketing factors require a limitation on the number of shares to be underwritten the underwriter may exclude some or all or any part of the Underlying Shares Stock with the number of shares that may be included in the registration and underwriting being allocated among the Founder and all other shareholders entitled to have securities included in such Purchaser requests registration in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be registered; included in such registration (provided, however, that if the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company registration is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of shareholders exercising demand registration rights, the number of shares that may be included by the Founder shall be cut back entirely before any limitation on the number of shares that may be included by such shareholders). (c) All expenses of the registration shall be borne by the Company, except underwriting discounts and selling commissions applicable to the sale of any of Founder's Stock and any other securities of the Company being sold in the same registration by other shareholders, which shall be borne by the Founder and such other shareholders pro rata on the basis of the number of their shares registered.

Piggyback Registration Rights. If, at any time after the First Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days Business Days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 4.12 that are eligible for resale without restriction pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude some or all of the Underlying Shares if so requested in writing by the lead underwriter of such offering, provided, any such exclusion shall be made on a pro-rata basis with such Persons set forth on Schedule 3.1(v) attached hereto.

Piggyback Registration Rights. IfPurchaser, by its parent ARMC, shall advise the holders of the Preferred Stock ("SHARES"), by written notice, at least fifteen days prior to filing, at any time after for a period of two years from the First Closing Date, the Company shall determine to prepare and file with the Commission a of any registration statement relating to an offering for its account or the account of others post-effective amendment thereto under the Securities Act of the Company’s Common Stock, other than 1933 covering common stock or equivalents thereof of ARMC (except on Form S-4 or Form S-8 (each as promulgated under or any successor form) and will, upon the Securities Act) or their then equivalents relating to equity securities to be issued solely request of such holders, provided that such holders shall furnish ARMC with appropriate information in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company therewith as ARMC shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, and without any charge to such holders, include in any such post-effective amendment or registration statement such information as may be required to permit a public offering of the Company Shares; provided that the aggregate offering value of the Shares to be registered is reasonably anticipated to equal at least $100,000. ARMC shall supply reasonable quantities of prospectuses, qualify the Shares for sale in such jurisdictions as such holders may reasonably designate and furnish indemnification in the manner set forth in section 9.2 hereof. Such holder shall furnish information and indemnification as set forth in section 9.2 hereof. If the underwriter, or the individuals designated by ARMC to sell securities pursuant to the registration statement advise ARMC in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such registration, ARMC will include in such registration statement all or any part of (i) first, the Underlying securities ARMC proposes to sell, (ii) second, the Shares that such Purchaser requests requested to be registered; providedincluded in such registration, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-pro rata among the Purchasers requesting to be included. In the case holders of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying such Shares on the same terms set by basis of the underwriters for shares of Common Stock Shares to be sold for the account of the Companyoffered by such holders, and (iii) third, other securities requested to be included in such registration.

Piggyback Registration Rights. If, at any time after the First Closing Date, If the Company shall determine to prepare and file with the Commission a registration statement relating to an offering register any of its securities, either for its own account or for the account of others under the Securities Act of the Company’s Common Stocka security holder or holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents a registration relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, or a registration on any registration form that does not permit secondary sales, the Company shall deliver will promptly give to each Purchaser Lender written notice thereof and use its best efforts to include in such registration (and any related qualification under applicable Blue Sky laws or other compliance), and any underwriting involved therein, Common Stock specified in a written request made by Lender within twenty (20) days after the written notice of such determination and if, within 15 calendar days after the date Company provided for above is given. Such written request may specify all or a part of delivery the Lender Common Stock. If the registration of such notice, which the Purchaser (or any permitted successor or assign) shall so request in writingCompany gives notice is for a registered public offering involving an underwriting, the Company shall include so advise as a part of the written notice given as required above. In such event the right of Lender to registration shall be conditioned upon Lender participation in such underwriting and the inclusion of its Common Stock in the underwriting. Lender shall enter with the Company into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. Notwithstanding the above, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, the representative may exclude Lender Common Stock from, or limit the number of shares of Lender Common stock to be included in the registration and underwriting. The number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account, then to Lender to the extent of securities they have elected to sell for their own accounts, and thereafter to all other owners of Common Stock with the right to participate in such registration statement and underwriting pro rata in proportion to the percentage of all or outstanding Common Stock owned by each such person immediately prior to commencement of such registration and underwriting. If any part person does not agree to the terms of the Underlying Shares that any such Purchaser requests to underwriting, he shall be registered; provided, however, that excluded therefrom by written notice from the Company or the underwriter. Any Common Stock or other securities excluded or withdrawn from such underwriting shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of withdrawn from such offeringregistration. If less than all shares are so withdrawn from the registration or if the number of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be included in such registration is increased during the period of such registration, the Company shall offer first to Lender and then, if additional shares may be sold for in the account registration to all other persons who have retained the right to include securities in the registration, the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion pro rata in proportion to the percentage that each person's Common Stock represents of the Companytotal amount of Common Stock owned by all such persons prior to commencement of such registration and underwriting.

Piggyback Registration Rights. If, at any time after the First Closing Date, If the Company shall determine proposes to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act with respect to an offering of any shares of Common Stock by the Company’s Company for its own account (including an IPO Registration Statement) or for the account of any holder of Common Stock, Stock (including any Holder) (other than a registration statement on Form S-4 or Form S-8 (each as promulgated under or any substitute form that may be adopted by the Securities Act) SEC or their a Shelf Registration Statement), then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a give written notice of such determination and ifproposed filing to the Holders of the Registrable Securities as soon as practicable (but, within 15 calendar subject to the last sentence in Section 2.1(e), in no event less than 20 days after before the anticipated filing date of delivery such registration statement), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such notice, Holder may request (a “Piggyback Registration”). Subject to Section 2.2(b) hereof and any cutback rights applicable to an IPO Registration Statement as set forth in Section 2 of the Purchaser (or any permitted successor or assign) shall so request in writingRegistration Rights Agreement, the Company shall include in each such Piggyback Registration all Registrable Securities requested to be included in the registration statement all or any part for such offering by written notice to the Company within 15 days of receipt (in accordance with Section 4.1) of the Underlying Shares that such Purchaser requests Company’s notice referred to be registeredabove; provided, however, that the Company shall not be required may at any time withdraw or cease proceeding with any such registration for its own account prior to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter effectiveness of such offeringregistration whether or not any Holder of Registrable Securities has elected to include any Registrable Securities in such registration. If less than all Each Holder of the Underlying Shares are required to be excluded, then such cutbacks Registrable Securities shall be allocated pro-rata among permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyeffective date thereof.

Piggyback Registration Rights. If, at any time after the First Closing Date, the The Company shall determine advise the Holder by written notice prior to prepare and file with the Commission filing of a registration statement relating to an offering for its account or the account of others Registration Statement under the Securities Act (excluding registration on Forms S-0, X-0, or any successor forms thereto), covering securities of the Company to be offered and sold (whether by the Company or any stockholder thereof) and shall, upon the request of the Holder given at least five (5) calendar days prior to the filing of such Registration Statement, include in any such Registration Statement such information as may be required to permit an offering of the Restricted Stock. The Holder shall promptly furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in the Registration Statement. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under and the Securities Act) or managing underwriters advise the Company in writing that in their then equivalents relating to equity opinion the number of securities requested to be issued solely included in connection with any acquisition of any entity or business or equity securities issuable such registration exceeds the number which can be sold in connection with an orderly manner in such offering within a price range acceptable to the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writingCompany, the Company shall include in such registration statement all or (i) first, the securities the Company proposes to sell, and (ii) second, the Restricted Stock and any part of the Underlying Shares that such Purchaser requests other registrable securities eligible and requested to be registered; provided, however, included in such registration to the extent that the Company shall not number of shares to be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Furtherregistered will not, in the event that opinion of the managing underwriters, adversely affect the offering of the securities pursuant to clause (i), pro rata among the holders of such registrable securities, including the Holder of the Restricted Stock, on the basis of the number of shares eligible for registration which are owned by all such holders. Notwithstanding the Company is a firm-commitment underwritten offeringforegoing, the Company may exclude withdraw any registration statement referred to in this Section 3 without thereby incurring liability to the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all holders of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyRestricted Stock.

Piggyback Registration Rights. If, at any Each time after the First Closing Date, the Company shall determine to prepare and file proceed with the Commission actual preparation and filing of a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option proposed offer and sale for money of any of its securities by it (other than a registration on Form S-8 or other employee benefit plansa successor form), the Company shall deliver to each Purchaser a will give written notice of such its determination and if, to the Holders. Upon the written request of any Holder given within 15 calendar thirty (30) days after receipt of any such notice from the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writingCompany, the Company shall include will, except as herein provided, cause all Registrable Securities owned by such Holder and with respect to which Holder has requested registration to be included in such registration statement statement, all to the extent requisite to permit the sale or any part other disposition by such Holder of the Underlying Shares that such Purchaser requests Registrable Securities to be so registered; provided, however, that nothing herein shall prevent the Company shall not be required from, at any time, abandoning or delaying any such registration initiated by it. If any such registration pertains to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, an underwritten offering in the event that the offering by the Company is a firm-commitment underwritten offeringwhole or in part, the Company may exclude require that the Underlying Shares if so shares requested for inclusion by any Holder pursuant to this section be included in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares offering on the same terms set and conditions as the securities otherwise being sold through the underwriters. In the event that if, in the good faith judgment of the managing underwriter of such underwritten offering, as evidenced in writing delivered to the Company, the inclusion of all of the shares originally covered by a request for registration made by a Holder would reduce the amount of securities to be offered by the underwriters for Company or interfere with the successful marketing of the securities to be offered by the Company, the number of shares of Common Stock stock owned by such Holder and otherwise to be sold for included in the account of underwritten offering may be reduced; provided, however, that any such required reduction shall be pro rata among all persons (other than the Company) who are participating in such underwritten offering. Those shares which are thus excluded from the underwritten offering shall be withheld from the market by such Holder for a period, not to exceed 180 days, that the managing underwriter reasonably determines is necessary in order to effect the underwritten offering.

Piggyback Registration Rights. If, at any time after For the First Closing Datefive year period commencing the date hereof, the Company shall determine advise the Holder of the Note or the Note Shares by written notice at least thirty (30) days prior to prepare and file with the Commission filing of any registration statement under the Act (other than a registration statement relating to an offering for its account on Form S-4, Form S-8 or the account of others under the Securities Act subsequent similar forms) covering securities of the Company’s Common StockCompany and will upon the request of such holder,include in any such registration statement such information as may be required to permit a public offering of Note Shares; provided , however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the Holder that the inclusion in the offering of securities being sold by the Holder would adversely affect the ability of the Company to complete the public offering and other than on Form S-4 or Form S-8 (each as promulgated under selling stockholders if any, are similarly advised), then the Securities Act) or their then equivalents relating number of Note Shares to equity be registered by the Holder shall be reduced pro rata to the extent necessary to reduce the amount of securities to be issued solely included in connection with the offering to the amount recommended by the managing underwriters. The Holder hereby further agrees not to make any acquisition sales of any entity or business or equity then securities issuable in connection with so included for a period of one hundred eighty (180) days from the stock option or other employee benefit plans, the effective date of such registration statement. The Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in keep such registration statement all or any part current for a period of up to six (6) months from the Underlying Shares that conclusion of such Purchaser requests to be registeredone hundred eighty (180) day period; provided, however, that the Company shall not be required to register any Underlying keep the registration statement effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall supply prospectuses, qualify the Note Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under sale in such states as the Securities Act. Further, Holder reasonably requests and furnish indemnification in the event that manner as set forth in of this Article 2. Such holder shall furnish information and indemnification in the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested manner set forth in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companythis Article 2.

Piggyback Registration Rights. If, (i) Buyer shall notify the Members in writing at least thirty (30) days prior to filing any time after the First Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of 1933, as amended (the Company’s Common Stock"Securities Act") for purposes of effecting a public offering of securities of Buyer (including, but not limited to, registration statements relating to secondary offerings of securities of Buyer, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganization or other than on Form S-4 or Form S-8 (each as promulgated transactions under Rule 145 of the Securities Act) or their then equivalents relating and will afford each Member an opportunity to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares Stock held by such Member. Each Member desiring to include in any such registration statement all or any part of such Member's Stock shall within twenty (20) days after receipt of the above-described notice from Buyer, so notify Buyer in writing, and in such notice shall inform Buyer of the number of shares of Stock such Member wishes to include in such registration statement. (ii) If the registration is for a firm commitment underwritten registered public offering, Buyer shall so advise the Members as a part of the written notice given pursuant to subsection 1.5(c)(i) above. In such event, the right of any Member to registration shall be conditioned upon the Member's participation in such underwriting and the inclusion of such Member's Stock in the underwriting to the extent provided herein. All Members proposing to distribute their securities through such underwriting shall (together with Buyer and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by Buyer. Notwithstanding any other provision of this subsection 1.5(c), if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of shares to be included in the registration and underwriting. The number of shares of Stock held by the Members to be included in such offering shall be reduced to zero before any reduction in any securities to be offered by Buyer on its own behalf. Buyer shall so advise the Members, and the number of shares of Stock held by the Members that may be included in the registration and underwriting shall be allocated among the Members and any other selling shareholders on a pro rata basis. If any Member disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to Buyer and the managing underwriter prior to the execution of the applicable underwriting agreement by the Member. Any shares of Stock excluded or withdrawn from such underwriting shall be withdrawn from such registration. (iii) All expenses incurred in connection with a registration pursuant to this subsection 1.5(c) (excluding underwriters' and brokers' discounts and commissions relating to shares sold by the Members), including, without limitation, all federal and "blue sky" registration, filing and qualification fees, printers' and accounting fees, and fees and disbursements of counsel for the Buyer and of one counsel to the Members, shall be borne by the Buyer. (iv) In connection with any registration statement under this Section 1.5(c) in which the Members are participating, Buyer agrees to indemnify, to the extent permitted by law, each of the Members against all losses, claims, damages, liabilities and expenses caused by any untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Buyer by such Member expressly for use therein or by such Member's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Buyer has furnished such Member with a sufficient number of copies of the same. (v) In connection with any registration statement under this Section 1.5(c) in which a Member is participating, each such Member shall furnish to Buyer in writing such information and affidavits as Buyer reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify Buyer, its directors and officers and each person who controls Buyer (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such Purchaser requests to be registereduntrue statement or omission is contained in any information or affidavit so furnished in writing by such Member; provided, however, provided that the Company obligation to indemnify shall be individual, not joint and several, for each Member and shall be limited to the net amount of proceeds received by such Member from the sale of securities pursuant to such registration statement. (vi) Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party who is not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be required unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to register any Underlying Shares pursuant pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Furthersuch claim, unless in the event that the offering by the Company is reasonable judgment of any indemnified party a firm-commitment underwritten offering, the Company conflict of interest may exclude the Underlying Shares if so requested in writing by the lead underwriter exist between such indemnified party and any other of such offering. If less than all of the Underlying Shares are required indemnified parties with respect to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyclaim.

Piggyback Registration Rights. If, (a) If the Consultant Shares have not been otherwise registered and at any time after the First Closing DateCompany proposes to file a registration statement, whether or not for sale for the Company's own account, on a form and in a manner that would also permit registration of shares (other than in connection with a registration statement on Forms S-4 or S-8 or any similar or successor form) the Company shall give to holders holding shares of Consultant Shares, written notice of such proposed filing promptly, but in any case at least twenty (20) days before the anticipated filing. The notice referred to in the preceding sentence shall offer the Consultant the opportunity to register such amount of Consultant Shares as he may request (a "Piggyback Registration"). Subject to this Section, the Company shall determine will include in each such Piggyback Registration (and any related qualification under state blue sky laws and other compliance filings, and in any underwriting involved therein) all Consultant Shares with respect to prepare and file with which the Commission a registration statement relating Company has received written requests for inclusion therein within twenty (20) days after the written notice from the Company is given. The Consultant will be permitted to an offering for its account withdraw all or the account of others under the Securities Act part of the Company’s Common Stockshares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. (b) Notwithstanding the foregoing, other than on Form S-4 or Form S-8 the Company will not be obligated to effect any registration of shares under this Section (each i) as promulgated under a result of the Securities Act) or their then equivalents relating to equity registration of any of its securities to be issued solely in connection with mergers effected pursuant to a Form S-4 Filing Nothwithstanding the foregoing, in no event shall any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests shares held by Xxxxx Xxxxxxxxx (“Gestetner”) or shares underlying options or warrents held by Gestetner be registered prior to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyConsultant Shares.

Piggyback Registration Rights. If, at (a) At any time after the First Closing Datedate that is six (6) months from the date of the Closing, if the Company proposes to register any Common Stock for its own or others' account under the Act, other than (i) a registration relating to employee benefit plans, (ii) a registration solely relating to shares to be sold under Rule 145 under the Act, or (iii) a registration pursuant to Section 2 of the Existing Registration Rights Agreements (as defined in Section 12 hereof), the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account give each holder of others under the Registrable Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a prompt written notice of its intent to do so. Upon the written request of any such determination and if, holder given within 15 calendar days after the date of delivery receipt of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include will use its best efforts to cause to be included in such registration statement all or any part of the Underlying Shares Registrable Securities that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by holder requests. (b) If the Company is a firm-commitment underwritten advised in writing in good faith by any managing underwriter of the securities being offered pursuant to any registration statement under this Section 2 that, because of marketing considerations, the number of shares to be sold by persons other than the Company is greater than the number of such shares that can be offered without adversely affecting the offering, the Company may exclude reduce pro rata the Underlying Shares if so requested in writing by number of shares offered for the lead underwriter accounts of such offering. If less than all persons (based upon the number of the Underlying Shares are required shares requested by each such person to be excludedincluded in the registration) in the following manner: (i) the securities requested to be registered by persons, then other than (A) the Stockholders or (B) the parties to the Existing Registration Rights Agreements, who by virtue of agreements with the Company are entitled to include their securities in any such cutbacks registration shall be allocated pro-rata among excluded from such registration to the Purchasers requesting to be included. In extent required by such limitation, and (ii) if a limitation on the case number of inclusion in a firm-commitment underwritten offeringshares is still required, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be securities being sold for the account of the CompanyStockholders shall be excluded from such registration to the extent required by such limitation, it being acknowledged that such securities shall be excluded prior to exclusion of securities requested to be registered by the parties to the Existing Registration Rights Agreements.

Piggyback Registration Rights. If, at any time after the First Closing Date, the (a) The Company shall determine notify the Holders in writing at least twenty (20) days prior to prepare and file with the Commission a filing any registration statement relating to an offering for its account or the account of others under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company’s Common Stock, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganization or other than on Form S-4 or Form S-8 (each as promulgated transactions under Rule 145 of the Securities Act) or their then equivalents relating and will afford each Holder an opportunity to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Exchange Shares that held by such Purchaser requests Holder. Each Holder desiring to be registered; providedinclude in any such registration statement all or any part of such Holder’s shares of restricted Common Stock received in the Exchange Offer or shares of Common Stock underlying the Warrants (collectively, howeverthe “Registrable Shares”) shall within twenty (20) days after receipt of the above-described notice from the Company, that so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in such registration statement. (b) If the registration is for a firm commitment underwritten registered public offering, the Company shall not so advise the Holders as a part of the written notice given pursuant to Section 8(a) above. In such event, the right of any Holder to registration shall be required conditioned upon the Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Shares in the underwriting to register the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any Underlying other provision of this Section 8, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of shares to be included in the registration and underwriting. The number of Registrable Shares held by the Holders to be included in such offering shall be reduced to zero before any reduction in any securities to be offered by the Company on its own behalf. The Company shall so advise the Holders, and the number of Registrable Shares held by the Holders that may be included in the registration and underwriting shall be allocated among the Holders and any other selling shareholders on a pro rata basis. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter prior to the execution of the applicable underwriting agreement by the Holder. Any shares of Registrable Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) All expenses incurred in connection with a registration pursuant to this Section 4.18 that 8 (excluding underwriters’and brokers’ discounts and commissions relating to shares sold by the Holders), including, without limitation, all federal and “blue sky” registration, filing and qualification fees, printers’ and accounting fees, and fees and disbursements of counsel for the Company shall be borne by the Company. (d) In connection with any registration statement under this Section 8 in which the Holders are eligible participating, the Company agrees to indemnify, to the extent permitted by law, each of the Holders against all losses, claims, damages, liabilities and expenses caused by any untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for resale pursuant use therein or by such Holder’s failure to Rule 144 deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same. (e) In connection with any registration statement under this Section 8 in which a Holder is participating, each such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and each person who controls the Company (within the meaning of the Securities Act. Further) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the event registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the offering by the Company such untrue statement or omission is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if contained in any information or affidavit so requested furnished in writing by such Holder; provided that the lead underwriter obligation to indemnify shall be individual, not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder from the sale of securities pursuant to such registration statement. (f) Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such offeringclaim with counsel reasonably satisfactory to the indemnified party. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offeringdefense is assumed, the Purchasers must sell their Underlying Shares on the same terms set indemnifying party who is not be subject to any liability for any settlement made by the underwriters indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for shares all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of Common Stock any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to be sold for the account of the Companysuch claim.

Piggyback Registration Rights. If(a) After the Company’s Initial Public Offering, if (but without any obligation to do so) at any time after and from time to time, the First Closing DateCompany determines to register any of its securities under the Securities Act in connection with the public offering of such securities for cash, either for its own account or for the account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Rule 145 transaction, (iii) a registration in which the only stock being registered is Common Stock issuable upon conversion or debt securities which are also being registered or (iv) any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the registrable securities, the Company will, prior to such filing, give written notice to all Stockholders of its intention to do so, and use its commercially reasonable efforts to include in such registration all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register (which request must be made within ten (10) days of the Company’s notice) under the Securities Act to the extent necessary to permit their sale or other disposition; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 11.1 without obligation to any Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 11.1(a) is a registered public offering involving an underwriting, the Company shall determine to prepare and file with so advise the Commission Stockholders as a registration statement relating to an offering for its account or the account of others under the Securities Act part of the Company’s Common Stockwritten notice given pursuant to Section 11.1(a). In such event, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition right of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver Stockholder to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include its Registrable Shares in such registration statement shall be conditioned upon such Stockholder’s participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, other Holders, and officers or directors distributing their securities through such underwriting) enter into an underwriting agreement as agreed upon between the Company and underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 11.1, if the managing underwriter determines that the inclusion of any or all or any part of the Underlying Shares that such Purchaser requests requested to be registered; provided, however, that registered would adversely affect the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude limit the Underlying number of Registrable Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excludedincluded in the registration and underwriting. The Company shall so advise all Holders requesting registration, then such cutbacks and the number of shares that are entitled to be included in the registration and underwriting shall be allocated pro-pro rata among based on the Purchasers requesting number of shares owned by each Holder (on a fully diluted basis) in relation to the total number of Shares requested to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyregistered.

Piggyback Registration Rights. If, If the Company at any time (other than pursuant to Section 2) 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-0, X-0 or another form not available for registering the Registrable Stock for sale to the public), each such time it will give prompt written notice to all holders of outstanding Registrable Stock of its intention to do so. Upon the written request of any such holder, received by the Company within 30 days after the First Closing Dategiving of any such notice by the Company, to register any of its Registrable Stock, the Company will use its best efforts to cause the Registrable Stock as to which registration shall determine have been so requested to prepare be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder of such Registrable Stock so registered. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced if and file with to the Commission extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In the event that the managing underwriter on behalf of all underwriters limits the number of shares to be included in a registration statement relating pursuant to an offering this Section 3, or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company will include in such registration: (i) first, securities proposed by the Company to be sold for its own account; (ii) second, shares of Restricted Stock requested to be included by holders pursuant to this Section 3; (iii) third, shares of Registrable Common Stock requested to be included by holders pursuant to this Section 3; and (iv) fourth, securities requested to be included by any other holders, provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Registrable Stock; and provided further, however, that no event shall the Registrable Stock requested to be included by holders pursuant to this Section 3 constitute less than thirty percent (30%) of all share to be registered in such registration (in such event, the Company agrees to reduce the shares of Common Stock it proposes to register for its own account or the account of others under the Securities Act holders initially requesting or demanding registration in order to assure that such Registrable Stock constitute at least thirty percent (30%) of the Company’s shares to be registered). The securities to be included in any such registration pursuant to clause (ii) or (iii) above shall be allocated on a pro rata basis among the requesting holders based upon the number of shares of Restricted Stock or Registrable Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with case may be, held by such holders. Notwithstanding the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offeringforegoing provisions, the Company may exclude withdraw any registration statement referred to in this Section 3 without thereby incurring any liability to the Underlying Shares if so requested in writing by the lead underwriter holders of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyRegistrable Stock.

Piggyback Registration Rights. If, at any time after the First Closing Date, (i) If the Company shall determine proposes to prepare and file register any of its warrants, 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 share options or in connection with any employee benefit or similar plan of the Commission 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, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to an offering for such registration to each Investor, which notice shall set forth such Investor’s rights under this Section 2(D) and shall offer such Investor the opportunity to include in such registration statement such number of Registrable Securities as such Investor may request. Upon the written request of any Investor made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investor), the Company will use its account or best efforts to effect the account of others registration under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the all Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, that the Company shall deliver has been so requested to register by each Purchaser a written notice of such determination and ifInvestor, within 15 calendar days after to the date of delivery of such notice, extent requisite to permit the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part disposition of the Underlying Shares that such Purchaser requests Registrable Securities so to be registered; provided, however, that (A) if such registration involves a Public Offering, each Investor must sell its Registrable Securities to any underwriters selected by the Company shall not be required with the consent of such Investor on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Underlying Shares Registrable Securities pursuant to this Section 4.18 that are eligible for resale pursuant 2 and prior to Rule 144 under the Securities Act. Further, effective date of the registration statement filed in the event that the offering by the Company is a firm-commitment underwritten offeringconnection with such registration, the Company may exclude shall determine for any reason not to register such Registrable Securities, the Underlying Shares if so requested Company shall give written notice to each Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in writing connection with such registration. The Company’s obligations under this Section 2(D) shall terminate on the date that the registration statement to be filed in accordance with Section 2(A) is declared effective by the lead Commission. ___________ ___________ Initials Initials (ii) If a registration pursuant to this Section 2(D) involves a Public Offering and the managing underwriter of such offering. If less than all of thereof advises the Underlying Shares are required to be excludedCompany that, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offeringits view, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for number of 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 that can be sold without having an adverse effect on such Public Offering (the “Maximum Offering Size”), the Company will include in such registration only such number of shares of Common Stock as does not exceed the Maximum Offering Size, and the number of shares in the Maximum Offering Size shall be allocated among the Company, the Investors and any other sellers of Common Stock in such Public Offering (“Third-Party Sellers”), first, pro rata among the Investors until all the shares of Common Stock originally proposed to be sold offered for sale by the account Investors have been allocated, and second, pro rata among the Company and any Third-Party Sellers, in each case on the basis of the relative number of shares of Common Stock originally proposed to be offered for sale under such registration by each of the Investors, the Company and the Third-Party Sellers, as the case may be. If as a result of the proration provisions of this Section 2(D)(ii), any Investor is not entitled to include all such Registrable Securities in such registration, such Investor may elect to withdraw its request to include any Registrable Securities in such registration. With respect to registrations pursuant to this Section 2(D), the number of securities required to satisfy any underwriters’ over-allotment option shall be allocated among the Company, the Investors and any Third Party Seller pro rata on the basis of the relative number of securities offered for sale under such registration by each of the Investors, the Company and any such Third Party Sellers before the exercise of such over-allotment option.

Piggyback Registration Rights. If, (a) If at any time after the First Closing Date, or from time to time the Company shall determine proposes to prepare register any shares of Common Stock under the Securities Act for its own account other than pursuant to an Exempt Offering, in the United States of those shares for cash, including without limitation, a Registration pursuant to Section 3 (each such public offering, other than an Exempt Offering, being an “Eligible Offering”), then, at each of those times, each then Holder will, subject to the terms and file conditions hereof, be entitled to have such number of that Holder’s Registrable Shares as that Holder may request in accordance with Section 4(c) registered under the Commission a Securities Act for disposition by means of the registration statement relating to an that Eligible Offering. (b) In the case of each Eligible Offering, the Company will deliver to each then Holder a written notice of that offering for (a “Registration Notice”) at least ten days prior to its account filing with the SEC of the registration statement, or the account amendment thereto, which includes the Preliminary Prospectus for that offering. The Company will briefly describe in each Registration Notice the Eligible Offering to which that notice relates and inform the addressee that it has five days within which to request to include any or all of others its Registrable Shares in the registration statement for that offering. (c) Any Holder desiring to participate in any Eligible Offering must deliver to the Company within five days after the Holder receives the Registration Notice for that offering a written notice to that effect (a “Request Notice”) which specifies the number of the Holder’s Registrable Shares the Holder desires to have registered under the Securities Act of for inclusion in that offering. Any Holder that does not deliver a Request Notice for an Eligible Offering within that five-day period will be deemed to have waived its right to participate in that offering unless the Company agrees otherwise in writing. (d) Any holder that delivers a Request Notice relating to an Eligible Offering on a timely basis, or as otherwise agreed by the Company’s Common Stock, other than on Form S-4 or Form S-8 pursuant to Section 4(c) (each as promulgated under such Holder being a “Requesting Holder”) will be entitled to offer and sell up to the Securities Act) or their then equivalents relating to equity securities to be issued solely number of its Registrable Shares specified in connection with any acquisition its Request Notice in that offering on the terms and conditions on which the Company offers and sells shares of any entity or business or equity securities issuable Common Stock in connection that offering if the Requesting Holder complies with the stock option or other employee benefit plansapplicable provisions of Sections 5, the Company shall deliver to each Purchaser a written notice of such determination 6 and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered11; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, that: (i) the Company may exclude reserve to itself the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required right to be excluded, then such cutbacks shall the exclusive grantor of any underwriter’s over allotment option; and (ii) the number of Registrable Shares any Requesting Holder will be allocated pro-rata among entitled to offer and sell will be subject to reduction as set forth in Section 4(e) below. (e) The Company will have the Purchasers requesting right to determine the aggregate size of each Eligible Offering and to limit the number of Registrable Shares to be included. In included in each such offering without reducing the case number of inclusion in a firm-commitment underwritten offeringshares, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares if any, of Common Stock to be sold offered by the Company in that offering, as follows: (i) if the lead managing underwriter selected by the Company for the account an Eligible Offering (or, if that offering will not be underwritten, a qualified independent underwriter (as defined in Rule 2720 of the NASD Conduct Rules) serving as financial advisor to the Company) determines that marketing factors render necessary or advisable a limitation on the number of Registrable Shares to be included in that offering, the Company will be required to include in that offering only such number of Registrable Shares, if any, as that lead managing underwriter (or financial advisor, as the case may be) believes will not jeopardize the success of the primary offering by the Company; and (ii) if the Company limits the number of Registrable Shares that Requesting Holders may include in any Eligible Offering pursuant to clause (i), but does not exclude all such Registrable Shares from that offering, the maximum number of Registrable Shares to be included in that offering on behalf of each of those Requesting Holders will be the product of (A) the number of Registrable Shares that the Company has allocated to the Requesting Holders in the offering multiplied by (B) a fraction, the numerator of which is the number of Registrable Shares that each such Requesting Holder has specified in its Request Notice relating to that offering and the denominator of which is the aggregate number of Registrable Shares all Requesting Holders have specified in their Request Notices relating to that offering. (f) In connection with each Eligible Offering, the Company, in its sole discretion, will determine whether to proceed with or terminate or postpone that offering and to select any underwriter or underwriters to administer that offering.

Piggyback Registration Rights. If(i) At any time after the 120th day anniversary of the IPO but prior to the Termination Date, if the Company proposes to register any of its Common Stock or any other shares of common stock of the Company under the Securities Act (other than a registration on Form S-8 or S-4 or any successor or similar forms), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 calendar days prior to the anticipated filing date of the registration statement relating to such registration to the Investor, which notice shall set forth such Investor’s rights under this Section 2(b) and shall offer the Investor the opportunity to include in such registration statement such number of Registrable Securities as the Investor may request. Upon the written request of the Investor made within 15 calendar days of the post office date stamp on the notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investor), the Company will use its good faith best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investor, 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 Registrable Securities pursuant to this Section 2(b) and prior to the First Closing Dateeffective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to prepare and file register such Registrable Securities, the Company shall give written notice to the Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with the Commission such registration. (ii) If a registration statement relating 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 Investor intend to include in such registration exceeds the largest number of shares of Common Stock (including any other shares of Common Stock or warrants of the Company) that can be sold without having an offering 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 account or own account, (2) second, up to the full number of securities proposed to be registered for the account of others under the Securities Act 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 and the Investor. (iii) If as a result of the proration provisions of this Section 2(b), the Investor is not entitled to include all such Registrable Securities in such registration, such Investor may elect to withdraw its request to include any Registrable Securities in such registration. (iv) If the Investor decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company’s Common Stock, other than on Form S-4 or Form S-8 the Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement as may be filed by the Company with respect to offerings of its securities. (each as promulgated v) Notwithstanding the foregoing, the Company shall have no obligations under this Section 2(b) hereof at any time that such Registrable Securities are the Securities Actsubject of an effective registration statement. (vi) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable As between the Company and the Investor, the Company shall pay all Registration Expenses in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests Registrable Securities pursuant to be registeredthis Agreement; provided, however, that the Company shall not be required have no obligation to register pay any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold legal or other costs for the account of the CompanyInvestor for such registration.

Piggyback Registration Rights. If(a) If Purchaser proposes to register any Purchaser Common Stock 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 Purchaser Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of Purchaser or (C) in connection with a direct or indirect acquisition by Purchaser of another entity), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 3(b), give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to Holder, which notice shall set forth Holder's rights under this Section and shall offer Holder the opportunity to include in such registration statement such number of shares of Registrable Stock as Holder may request. Upon the written request of Holder made within 10 days after the receipt of notice from Purchaser (which request shall specify the number of shares of Registrable Stock intended to be disposed of by Holder), Purchaser will use its best efforts to effect the registration under the Securities Act of all Registrable Stock which Purchaser has been so requested to register by Holder, to the extent requisite to permit the disposition of the Registrable Stock so to be registered; provided that (x) if Holder requests to be included in Purchaser's registration, Holder must sell its Registrable Stock to the underwriters selected by Purchaser on the same terms and conditions as apply to Purchaser and (y) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 3(a) and prior to the First Closing Date, effective date of the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely filed in connection with such registration, Purchaser shall determine for any acquisition reason not to register such stock, Purchaser shall give written notice to Holder and, thereupon, shall be relieved of its obligation to register any entity or business or equity securities issuable Registrable Stock in connection with the stock option or other employee benefit planssuch registration. (b) If, in any registration pursuant to this Section, the Company shall deliver to each managing underwriter advises Purchaser a written notice of such determination and ifthat, within 15 calendar days after the date of delivery of such noticein its view, the number of shares of Purchaser Common Stock that Purchaser and its stockholders (or any permitted successor or assignincluding Holder) shall so request in writing, the Company shall intend to include in such registration statement exceeds the largest number of shares of Purchaser Common Stock which can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the "Maximum Offering Size"), then Purchaser will include in such registration, in the following priority, up to the Maximum Offering Size (i) first, all shares of Purchaser Common Stock proposed to be registered by Purchaser and other Purchaser stockholders having demand or any part piggyback registration rights on the date hereof (other than the Vivid Rollover Stock) up to the Maximum Offering Size; and (ii) second, all Registrable Stock requested to be included in such registration by Holder and all Vivid Rollover Stock requested to be included in such registration by the holders thereof (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among Holder's Registrable Stock and the Vivid Rollover Stock on the basis of the Underlying Shares that such Purchaser requests relative number of shares of Registrable Stock so requested to be registered; providedincluded in such registration). (c) Purchaser will pay all registration and filing fees in connection with each registration of Registrable Stock requested pursuant to this Section. Holder will pay the fees and expenses of any legal counsel retained by Holder and any underwriting fees, however, that discounts or commissions attributable to the Company shall not be required sale of Registrable Stock of Holder. Purchaser agrees to register indemnify Holder with respect to any Underlying Shares registration of Holder's Registrable Stock pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same basis as the Purchaser agreed to indemnify other Purchaser stockholders having demand or piggyback registration rights on the date hereof. (d) For purposes of this Section, the following terms set by have the underwriters for shares of Common Stock to be sold for the account of the Company.following meanings:

Piggyback Registration Rights. If, (a) If (but without any obligation to do so) at any time after the First Closing Date, fifth anniversary date of the Subscription Agreement the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of the Company’s Common Stockany of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall deliver send to each Purchaser a Holder written notice of such determination and ifand, if within 15 calendar fifteen (15) days after the date of delivery receipt of such notice, the Purchaser (or any permitted successor or assign) such Holder shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser Registrable Securities (not already covered by an effective registration statement) such Holder requests to be registered; provided, howeversubject to customary underwriter cutbacks applicable to holders of registration rights (as described in Section 14(b) below) and subject to restrictions in applicable registration rights agreements. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 14 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. (b) In connection with any offering involving an underwriting of equity securities being issued by the Company for its own account or for the account of others pursuant to a registration statement, that the Company shall not be required to register any Underlying Shares pursuant to under this Section 4.18 14 to include in such registration statement the Registrable Securities held by any Holder unless such Holder accepts and agrees to the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of Registrable Securities requested to be included in such offering exceeds the amount of Registrable Securities that are eligible for resale pursuant the underwriters determine in their sole discretion is compatible with the success of the offering (after taking into account the maximum number of shares to Rule 144 under be sold by the Securities Act. FurtherCompany and the other selling stockholders, if any, in the offering), then the Company shall be required to include in the offering only that number of Registrable Securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If underwriters determine that less than all of the Underlying Shares are required Registrable Securities requested to be excludedregistered can be included in such offering, then the Registrable Securities that are included in such cutbacks offering shall be allocated pro-apportioned pro rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares selling Holders based on the same terms set number of Registrable Securities held by the underwriters for shares of Common Stock all selling Holders or in such other proportions as shall mutually be agreed to be sold for the account of the Companyby all such selling Holders.

Piggyback Registration Rights. If, at any time after (a) If there is not an effective registration covering all of the First Closing Date, Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of the Company’s Common Stockany of its equity securities, other than pursuant to (i) a registration statement on Form Forms S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents any successor or substantially similar forms, (ii) a registration on any form that does not permit secondary sales, or (iii) a registration statement relating to equity secondary sales of any securities to be issued solely purchased from the Company in a private placement for cash in which the registration rights agreement entered into by the Company in connection therewith prohibits the inclusion of the Registrable Securities in such registration statement (provided that the Company will use commercially reasonable efforts not to restrict the Holders’ registration rights hereunder), it will give written notice (a “ Registration Notice ”) to the Holders of such intention and, if within ten (10) days of the Holders’ receipt of such Registration Notice, the Holders provide the Company with a written request to participate in such registration, then the Company, subject to Section 5(b) below, will use its best efforts to include in such registration, and in any acquisition underwriting involved therein, all of any entity or business or equity securities issuable the Registrable Securities included in connection with such request (a “ Piggyback Registration ”). Notwithstanding anything to the stock option or other employee benefit planscontrary contained herein, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required have no obligation to register any Underlying Shares Registrable Securities pursuant to this Section 4.18 that are eligible for resale pursuant 5 to Rule 144 under the Securities Act. Further, in the event extent that the sale of such securities is deemed to be a primary underwritten offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company.

Piggyback Registration Rights. If, If the Company at any time after the First Closing Date, the Company shall determine proposes ------------------------------ to prepare and file with the Commission a registration statement relating to an offering for register any of its account or the account of others securities under the Securities Act Act, including under an S-8 Registration Statement, an SB-2 Registration Statement or otherwise, it will each such time give written notice to all holders of outstanding Shares and Options of its intention so to do. Upon the Company’s Common Stock, other than on Form S-4 written request of a holder or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition holders of any entity such Shares or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, Options given within 15 calendar 30 days after the date receipt of delivery of any such notice, the Purchaser Company will use its best efforts to cause all such Shares, the holders of which (or any permitted successor or assignof the Options for which upon exercise thereof the Company will issue Shares) shall have so request in writingrequested registration thereof, to be registered under the Act (with the securities which the Company shall include in such registration statement at the time propose to register), all to the extent requisite to permit the sale or any part other disposition by the prospective Sellers of the Underlying Shares that such Purchaser requests to be so registered; provided, however, that the Company shall not be required may, as a condition precedent to register any Underlying Shares pursuant its effective such registration, require each prospective Seller to this Section 4.18 that are eligible for resale pursuant to Rule 144 under agree with the Securities Act. Further, in Company and the event that managing underwriter or underwriters of the offering to be made by the Company is a firm-commitment underwritten offering, in connection with such registration that such Seller will not sell any securities of the same class or convertible into the same class as those registered by the Company may exclude (including any class into which the Underlying Shares if so requested securities registered by the Company ar convertible) for such reasonable period after such registration becomes effective (not exceeding 30 days) as shall then be specified in writing by such underwriter or underwriters if in the lead underwriter opinion of such offeringunderwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. If less than All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Underlying Shares are Company and or counsel for the Sellers and the expense of any special audits incident to or required to be excluded, then by any such cutbacks registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set paid by the underwriters for Company. Notwithstanding the foregoing, Sellers shall pay all underwriting discounts or commissions with respect to shares of Common Stock to be sold for by the account of the CompanySellers.

Piggyback Registration Rights. If, (a) If the Company shall at any time after the First Closing Date, the Company shall or from time to time determine to prepare and file with the Commission a registration statement relating to an offering register any of its securities either for its own account or the account of others under the Securities Act of the Company’s Common Stockany security holder or holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents a registration relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansplans or a registration relating solely to a Rule 145 transaction, the Company shall: (i) Promptly give to each Holder written notice thereof; and (ii) Except as set forth in Section 5.2(b), include in such registration (and any related qualification under state blue sky laws and other compliance filings, and in any underwriting involved therein), all Registrable Securities specified in a written request or requests, given by any Holder within thirty (30) days after the written notice is given by the Company. (b) If the registration of which the Company gives notice involves an underwritten public offering, the Company shall deliver to each Purchaser a so advise the Holders as part of the written notice given pursuant to Section 5.2(a)(i). In such event, any Holder may participate in such underwriting and such Holder's Registrable Securities will be included in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other persons distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected or approved by the Company. Notwithstanding any other provision of such determination and ifthis Section 5.2, within 15 calendar days after if the date underwriter determines that marketing factors require a limitation on the number of delivery of such noticeshares to be underwritten, the Purchaser underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or any permitted successor or assign) shall so request in writingall of the Registrable Securities which would otherwise be underwritten pursuant hereto, and the Company shall include in such registration statement so advise all or any part Holders of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Actsecurities requesting registration. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter The number of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock that are entitled to be sold for included in the account registration and underwriting shall be allocated pro rata among the Holders and all other holders of Common Stock requesting to be included in the registration and underwriting on the basis of the Companyrespective amounts of Common Stock entitled to inclusion in such registration statement. If any Holder of Registrable Securities requesting registration disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Piggyback Registration Rights. If, at any time after the First Closing Date, (a) If the Company shall determine proposes to prepare and file register any of its warrants, 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 share options or in connection with any employee benefit or similar plan of the Commission 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, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to an offering for such registration to each Investor, which notice shall set forth such Investor's rights under this Section 2.3 and shall offer such Investor the opportunity to include in such registration statement such number of Registrable Securities as such Investor may request. Upon the written request of any Investor made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investor), the Company will use its account or best efforts to effect the account of others registration under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the all Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, that the Company shall deliver has been so requested to register by each Purchaser a written notice of such determination and ifInvestor, within 15 calendar days after to the date of delivery of such notice, extent requisite to permit the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part disposition of the Underlying Shares that such Purchaser requests Registrable Securities so to be registered; provided, however, that the Company shall not be required (A) if such registration involves a Public Offering, each Investor must sell its Registrable Securities to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering underwriters selected by the Company is a firm-commitment underwritten offering, with the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter consent of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares Investor on the same terms set by and conditions as apply to the underwriters for shares Company and (B) if, at any time after giving written notice of Common Stock its intention to be sold for the account of the Company.register any Registrable Securities pursuant to this /s/ AW /s/ RJ ---------- ---------- Initials Initials

Piggyback Registration Rights. If(a) If the Registration Statement is not filed on or before the Filing Deadline or not declared effective on or before the Effectiveness Deadline, then if at any time after the First Closing Date, or from time to time the Company shall determine to prepare register any of its equity securities for its own account in a direct public offering or an underwritten public offering, or for the account of selling security holders in a resale registration (a “Resale Registration”), the Company will: (i) prior to the filing of such registration give to the Holders written notice thereof; and (ii) include in such registration (and file any related qualification under blue sky laws or other compliance), and underwriting, if any, all the Registrable Securities (subject to cutbacks as a result of SEC Guidance applied in the Order of Cutbacks ) specified in a written request or requests made within thirty (30) days after receipt of such written notice from the Company by any Holder. (b) The right of any Holder to registration in an underwritten offering pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in any underwritten offering and the inclusion of Registrable Securities in any underwriting to the extent provided herein. If any Holder requests pursuant to Section 2.2(a)(ii) above to distribute its securities through an underwritten offering, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 2, in the case of an underwritten offering, if the Company or the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten or registered, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise the Holders and the other stockholders distributing their securities through such offering pursuant to piggyback registration rights, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated as set forth below. In the event the Company or the managing underwriter does determine that marketing factors require a limitation of the number of shares to be underwritten (the “Cutback”), such Cutback shall be as set forth below. In addition, notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2.1(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a registration statement relating greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to an offering for its account or Registrable Securities, the account number of others under Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by (i) by the Registrable Securities Act represented by the shares of Common Stock issuable upon exercise of the Company’s Xxxxxxx Warrants, (ii) the Registrable Securities represented by the shares of Common StockStock issuable upon exercise of the Series A Preferred Stock Warrants issued by Relmada Therapeutics, other than Inc. in 2012 (the “Series A Preferred Stock Warrants”) and Notes Warrants issued by Relmada Therapeutics, Inc. in 2012 and 2013 (the “Notes Warrants”), (iii) the Registrable Securities represented by the shares of Common Stock issuable upon exercise of the Series B Warrants, (iv) the shares of Common Stock held by such Holder who held Series A Preferred Stock and Notes that were converted into Common Stock on Form S-4 or Form S-8 a pari pasu basis (each applied, in the case that some shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares of Common Stock held by such Holders), (v) the shares of Common Stock held by such Holder who participated in the Prior Offering and the closings of this Offering on a pari pasu basis (applied, in the case that some shares of Common Stock may be registered, to the Holders on a pro rata basis based on the total number of unregistered shares of Common Stock held by such Holders), and (vi) by the Registrable Securities represented by the shares of Common Stock issuable upon exercise of the Series A Warrants (the foregoing order of cutbacks being referred to herein as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition “Order of any entity or business or equity securities issuable in connection with Cutbacks”). In the stock option or other employee benefit plansevent of a cutback hereunder, the Company shall deliver to each Purchaser a give the Holder at least 5 Trading Days prior written notice along with the calculations as to such Holder’s allotment If any Holder or other securities holder disapproves of the terms of any such determination and ifunderwriting, within 15 calendar days after the date of delivery of such notice, the Purchaser (he or any permitted successor or assign) shall so request in writing, she may elect to withdraw therefrom by written notice to the Company shall include in such registration statement all or any part of and the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be managing underwriter. If required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant 2.2, any securities excluded or withdrawn from such underwritten offering shall be withdrawn from such registration, and shall not be transferred in a public distribution without the prior written consent of the managing underwriter prior to Rule 144 one-hundred eighty (180) days after the effective date of the registration statement relating thereto. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter effectiveness of such offering. If less than all of the Underlying Shares are required registration, whether or not any Holder has elected to be excluded, then include securities in such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyregistration.

Piggyback Registration Rights. IfUntil such time as the Registrable Securities may be sold in accordance with Rule 144(b) of the Commission under the Securities Act, if the Company at any time after proposes to file on its behalf and/or on behalf of any of its security holders (the First Closing Date“Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form or to the Company’s employees pursuant to any employee benefit plan, 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 Holder at least ten (10) Business Days before the initial filing with the Commission of the 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 ten (10) Business Days before the anticipated effective date of the registration statement), which notice shall set forth the intended method of disposition of the securities that the Company proposes to register. The notice shall offer to include in such filing the aggregate number of Registrable Securities as the Registered Holder may request. Nothing in this Section 5B shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 5B at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall determine notify the Registered Holder of such discontinuation of the registration. The Registered Holder desiring to prepare have Registrable Securities registered under this Section 5B shall advise the Company in writing within five (5) Business Days after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company in writing that, in their good faith opinion, the number of Registrable Securities to be included in such registration would materially and file adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration in accordance with the Commission a following priority; (3) first, the securities to be included in such registration statement relating by the holder or holders initiating the registration and (4) the Registrable Securities requested to an offering be included in such registration by the Registered Holder and securities proposed to be sold by the Company for its own account or requested to be included in such registration by holders of securities other than the account Registered Holder (pro rata based on the number of others securities proposed to be sold by the Registered Holder 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 Issuance, will not enter into, any agreement that is inconsistent with the rights granted to the Registered Holder in this Warrant or that otherwise conflicts with its provisions. The rights granted to the Registered Holder 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 granted are not in conflict with or inconsistent with the provisions of this Warrant. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during the one hundred eighty (180) 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) plus the extension period that is requested by the managing underwriter or underwriters to address FINRA regulations regarding the publication of research, 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 Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated Commission under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company.

Piggyback Registration Rights. IfUntil such time as the Registrable Securities may be sold in accordance with Rule 144(b) of the Commission under the Securities Act, if the Company at any time after proposes to file on its behalf and/or on behalf of any of its security holders (the First Closing Date“Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form or to the Company’s employees pursuant to any employee benefit plan, 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 Holder at least ten (10) days before the initial filing with the Commission of the 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 ten (10) days before the anticipated effective date of the registration statement), which notice shall set forth the intended method of disposition of the securities that the Company proposes to register. The notice shall offer to include in such filing the aggregate number of Registrable Securities as the Registered Holder may request. Nothing in this Section 5A shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 5A at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall determine to prepare and file with notify the Commission a registration statement relating to an offering for its account or the account Registered Holder of others under the Securities Act such discontinuation of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated registration. The Registered Holder desiring to have Registrable Securities registered under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, this Section 5A shall advise the Company shall deliver to each Purchaser a written notice of such determination and if, in writing within 15 calendar five (5) days after the date of delivery receipt of such noticeoffer from the Company, setting forth the amount of Registrable Securities for which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company in writing that, in their good faith opinion, the Purchaser number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration in accordance with the following priority: (a) first, the securities to be included in such registration by the Company or any permitted successor the holder or assignholders initiating the registration and (b) shall so request next, the Registrable Securities requested to be included in writingsuch registration by the Registered Holder. Except as otherwise provided in Section 5D, the Company shall include in bear all expenses of such registration. If any registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 5A is underwritten, the Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during the one hundred eighty (180) 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 5A (except as part of such underwritten registration) plus the extension period that are eligible for resale is requested by the managing underwriter or underwriters to address FINRA regulations regarding the publication of research 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. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company.

Piggyback Registration Rights. If, at any time after the First Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stockany of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) ), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver send to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Conversion Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Conversion Shares pursuant to this Section 4.18 4.7 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Conversion Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Conversion Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Conversion Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company.

Piggyback Registration Rights. If, at If the Parent proposes to register (including for this purpose a registration effected by the Parent for shareholders other than the Holders) any time after of its stock or other securities under the First Closing Date, the Company shall determine to prepare and file Securities Act in connection with the Commission underwritten public offering of such securities solely for cash (other than (i) a registration statement relating either to the sale of securities to employees of the Parent pursuant to a stock option, stock purchase or similar plan or an offering for its account SEC Rule 145 transaction; (ii) a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered; (iv) a registration relating solely to a corporate reorganization or other transaction on Form S-4 or under Rule 145 or (v) a registration on any form that does not permit sales by the account Holders), the Parent shall, at such time, promptly give each Holder written notice of others such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Parent in accordance with Section 3.5, the Parent shall, subject to the provisions of Section 2.5, cause to be registered under the Securities Act all of the Company’s Common Stock, other than on Form S-4 or Form S-8 (Registrable Securities that each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests Holder has requested to be registered; provided, however, that . The Parent shall have the Company shall not be required right to register terminate or withdraw any Underlying Shares pursuant to registration initiated by it under this Section 4.18 that are eligible for resale pursuant 2.1 prior to Rule 144 under the Securities Acteffectiveness of such registration whether or not any Holder has elected to include securities in such registration. Further, in the event that the offering The expenses of such withdrawn registration shall be borne by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested Parent in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyaccordance with Section 2.4 hereof.

Piggyback Registration Rights. IfIf the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of the holders of any class of its capital stock other than the (i) the registration statement on Form S-1 filed by the Company on 05 December 2016, and all amendments thereto (the “Secondary Offering”), unless any other existing shareholders are afforded registration thereunder; (ii) a registration statement on Form S-4 or its then equivalent filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders; or, (iii) a registration in connection with stock options, employee benefit plans, or the issuance of shares under Form S-8 or its then equivalent, then the Company shall give written notice of such proposed filing to the Holder as soon as practicable (but in no event fewer than 20 days before the anticipated filing date), and such notice shall offer the Holder the opportunity to register such number of Warrant Shares as the Holder may request in writing within 20 days after receipt of such written notice from the Company (which request shall specify the number of Warrant Shares intended to be included by the Holder). Upon the written request of the Holder made within 20 days after the receipt of any such notice (which request shall specify the number of Warrant Shares intended to be included by the Holder and the intended method of disposition thereof), the Company will effect the registration under the Securities Act of all Warrant Shares which the Company has been so requested to register by the Holder, to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Warrant Shares so to be registered, by inclusion of such Warrant Shares in the registration statement that covers the securities which the Company proposes to register; provided that, if at any time after giving written notice of its intention to register any securities and prior to the First Closing Dateeffective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to prepare and file with the Commission a register or to delay registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit planssuch securities, the Company shall deliver to each Purchaser a may, at its election, give written notice of such determination to the Holder and, thereupon, (A) in the case of a determination not to register shall be relieved of its obligation to register any Warrant Shares in connection with such registration, without prejudice, however, to any other rights of the Holder to request that such registration be effected as a registration, and if(B) in the case of a determination to delay registering, within 15 calendar days after shall be permitted to delay registering any Warrant Shares, for the same period as the delay in registering such other securities. The Company shall use its best efforts to keep such registration of the Warrant Shares set forth in this Section effective under the Securities Act and the prospectus included therein available for use by the Holder until the earlier of (y) the last date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, upon which the Company shall include in is required to keep such registration statement all effective for any other securities included therein or any part (z) the consummation of the Underlying Shares that such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering distribution by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter Holder of such offering. If less than all of the Underlying Warrant Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companycovered thereby.

Piggyback Registration Rights. IfSubject to the terms and conditions of this Agreement, at any time after the First Closing Date, if the Company shall determine intends to prepare and file with or desires to file a Registration Statement providing for the Commission offering or resale of (i) Common Stock or (ii) any Registrable Securities (other than a registration statement (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to an offering for its account Common Stock or any other shares of capital stock of the account Company issuable upon exercise of others employee share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansapplies), the Company shall deliver will notify the holder or holders of the Registrable Securities (“Holders”) of the proposed filing at least 30 days prior to the filing of the Registration Statement, and will afford each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall Holder an opportunity to include in such registration statement Registration Statement all or any part of the Underlying Shares that Registrable Securities then held by such Purchaser requests Holder. If any Holder desires to be registered; providedinclude in any such Registration Statement all or part of the Registrable Securities held by such Holder, howeversuch Holder shall, within 15 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice, if the Holder has not already done so, shall inform the Company that the Holder has elected to convert some or all of its Company shall not be required to register any Underlying Shares Notes pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all 11.7 of the Underlying Shares are required to be excludedPurchase Agreement, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account and of the Companynumber of Registrable Securities such Holder wishes to include in such Registration Statement.

Piggyback Registration Rights. IfThe Company shall, at least thirty (30) days prior to the filing of any time after registration statement under the First Closing DateSecurities Act (other than a registration statement on Form S-4 or S-8 or any successor forms) relating to the public offering of any class of its equity securities by the Company or any Other Holders, give written notice of such proposed filing and of the proposed date thereof to each Holder, and if, on or before the tenth (10th) day following the date on which such notice is given, the Company shall determine to prepare and file with receive a written request from any Holder requesting that the Commission a Company include among the securities covered by such registration statement relating to an offering for its account some or the account of others under the Securities Act all of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of owned by such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writingHolders, the Company shall include such Registrable Securities in such registration statement all or any part of statement, if filed. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which a request for registration has been received will be registered by the Underlying Shares that such Purchaser requests Company and offered to the public on the same terms and subject to the same conditions applicable to the piggyback registration to be registered; providedsold by the Company or by the other Persons selling under such piggyback registration. The Company shall 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 for its failure to do so. In connection with any registration covered by this subparagraph (b) involving any underwriting of securities, however, that the Company shall not be required to register include any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under Holder's Registrable Securities in such registration unless such Holder accepts the Securities Act. Further, in terms of the event that the offering by underwriting as agreed upon between the Company is a firm-commitment underwritten offering, (or other persons who have the Company may exclude right to agree upon the Underlying Shares if so requested in writing by the lead underwriter of underwriting terms relating to such offering. If less than all of ) and the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyunderwriters.

Piggyback Registration Rights. If, at 2.3.1 At any time after the First Closing Date, the Company shall determine proposes to prepare and file with the Commission a registration statement relating Registration Statement to an offering for its account or the account of others register Common Stock under the Securities Act of the Company’s Common Stock, (other than pursuant to Sections 2.1 or 2.2), or to conduct an Underwritten Offering from an existing Shelf Registration Statement, whether or not for its own account (other than pursuant to a Registration Statement on Form S-4 or Form S-8 (each as promulgated or any similar or successor form under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition for the account of any entity person (other than a Holder pursuant to Sections 2.1 or business or equity securities issuable in connection with the stock option or other employee benefit plans2.2), the Company shall deliver give written notice thereof to each Purchaser Holder at least thirty (30) Business Days before such filing or the commencement of such Underwritten Offering, as applicable, offering each Holder the opportunity to register on such Registration Statement or including in such Underwritten Offering, as applicable, such number of Registrable Securities as such Holder may request in writing not later than twenty (20) Business Days after receiving such notice in writing from the Company (a “Piggyback Registration”). Upon receipt by the Company of any such request, the Company shall use its commercially reasonable efforts to, or in the case of an Underwritten Offering, use its commercially reasonable efforts to cause the Underwriters to, include such Registrable Securities in such Registration Statement (or in a separate Registration Statement concurrently filed) and to cause such Registration Statement to become effective with respect to such Registrable Securities. If no request for inclusion from a Holder is received by the Company within the deadlines specified above, such Holder shall have no further right to participate in such Piggyback Registration. Notwithstanding the foregoing, if at any time after giving written notice of a registration in accordance with the first sentence of this Section 2.3.1 and before the effectiveness of the Registration Statement described in such notice, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to each Holder exercising its rights to Piggyback Registration, (i) in the case of a determination not to effect registration, relieve itself of its obligation to effect a Piggyback Registration of the Registrable Securities in connection with such registration or (ii) in the case of a determination to delay registration, delay the Piggyback Registration of such Registrable Securities of the Holders for the same period as the delay in the registration of such other Registrable Securities; provided, that in the case of any such termination, withdrawal or delay, all expenses incurred in connection with such Piggyback Registration shall be borne entirely by the Company as set forth in Section 2.9. If any Holder requests inclusion in a registration pursuant to this Section 2.3, he, she, or it may, at any time before the effective date of the Registration Statement relating to such registration, revoke such request by delivering written notice of such determination revocation to the Company (which notice shall be effective only upon receipt by the Company, notwithstanding the provisions of Section 2); provided, however, that if the Company, in consultation with its financial and iflegal advisors, within 15 calendar days after determines that such revocation would materially delay the date registration or otherwise require a recirculation of delivery the prospectus contained in the Registration Statement, then such Holder shall have no right to so revoke his, her, or its request. The Company shall keep the Holder reasonably informed as to the status or expected timing of the launch of any Public Offering registered pursuant to any such noticePiggyback Registration. No registration of Registrable Securities effected under this Section 2.3 shall relieve the Company of its obligations to effect any Demand Registration pursuant to Section 2.1 or Shelf Registration pursuant to Section 2.2. The rights of Holders with respect to a Piggyback Registration shall be subject to Suspension Periods, as provided in Section 2.6. To the extent an Underwritten Offering is made under any such Registration Statement, all Holders exercising their right to Piggyback Registration must sell their Registrable Securities to the Underwriters selected as provided in Section 3.6 on the same terms and conditions as apply to the other securityholders selling in such Underwritten Offering. 2.3.2 If a Piggyback Registration involves an Underwritten Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.1.3 shall apply or a Shelf Public Offering, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2.3 shall apply) and the managing Underwriter advises the Company that, in its view, the Purchaser (or any permitted successor or assign) shall so request number of Registrable Securities that the Holders and the Common Stock that the Company intend to include in writingsuch Underwritten Offering exceeds the Maximum Offering Size, the Company shall include in such registration statement all or any part of Underwritten Offering the Underlying Shares that such Purchaser requests following securities, in the following priority, up to be registered; the Maximum Offering Size, provided, however, however that the Company number of Registrable Securities included in the Underwritten Offering shall not be required reduced below 30% of the total of the Registrable Securities that are requested to register any Underlying Shares be included in such Underwritten Offering: (i) first, all Common Stock that is requested to be included by the Company in the Underwritten Offering for its own account; (ii) second, Registrable Securities that are requested to be included in the Underwritten Offering pursuant to this Section 4.18 2.3 by any Holder on a pro rata basis on the basis of the requesting Holders’ beneficial ownership of the Common Stock; provided that are eligible for resale pursuant to Rule 144 under the extent a reduction in Registrable Securities Act. Further, included in the event that the offering by the Company Underwritten Offering is a firm-commitment underwritten offeringso required, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all calculation of the Underlying beneficial ownership of Registrable Securities shall not include any unvested Earnout Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for or any shares of Common Stock to be sold issued for any Convertible Notes; and (iii) third, all other securities that are requested to be included in the Underwritten Offering for the account of any other Persons with such priorities among them as the CompanyCompany shall determine.

Piggyback Registration Rights. If, at (i) At any time after the First Closing Date180th day anniversary of the IPO, if the Company shall determine proposes to prepare and file with register any of its Common Stock or any other shares of Common Stock of the Commission Company under the Securities Act (other than a registration on Form S-8 or S-4 or any successor or similar forms), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 calendar days prior to the anticipated filing date of the registration statement relating to an offering for its account or such registration to the account Investor, which notice shall set forth such Investor's rights under this Section 2(b) and shall offer the Investor the opportunity to include in such registration statement such number of others Registrable Securities as the Investor may request. Upon the written request of the Investor made within 15 calendar days of the post office date stamp on the notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investor), the Company will use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company’s Common StockCompany has been so requested to register by the Investor, other than on Form S-4 or Form S-8 (each as promulgated under to the extent requisite to permit the disposition of the Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registered; provided, however, that (A) if such registration involves an underwritten Public Offering, the Investors must sell their Registrable Securities to the underwriters (who shall be selected by the Company) on the same terms and conditions as apply to the Company shall or other selling security holders, (B) if such registration does not be required involve an underwritten Public Offering, the Investors must sell their Registrable Securities in accordance with the plan of distribution set forth on Exhibit A and (C) if, at any time after giving written notice of its intention to register any Underlying Shares Registrable Securities pursuant to this Section 4.18 that are eligible for resale pursuant 2(b) and prior to Rule 144 under the Securities Act. Further, effective date of the Registration Statement filed in the event that the offering by the Company is a firm-commitment underwritten offeringconnection with such registration, the Company may exclude shall determine for any reason not to register such Registrable Securities, the Underlying Shares if so requested in writing by Company shall give written notice to the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excludedInvestor and, then such cutbacks thereupon, shall be allocated pro-rata among relieved of its obligation to register any Registrable Securities in connection with such registration. (ii) If a registration pursuant to this Section 2(b) involves an underwritten Public Offering and the Purchasers requesting to be included. In managing underwriter thereof advises the case of inclusion Company that, in a firm-commitment underwritten offeringits view, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for number of shares of Common Stock that the Company and the Investor and other selling security holders (if any) intend to include in such registration exceeds 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 sold 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 (including Registrable Securities of the Investor), drawn from them pro-rata based on the number of shares each has requested to be included in such registration and the Investor. (iii) If as a result of the proration provisions of this Section 2(b), the Investor is not entitled to include all such Registrable Securities in such registration, such Investor may elect to withdraw its request to include any Registrable Securities in such registration. (iv) If the Investor decides not to include all of its Registrable Securities in any Registration Statement thereafter filed by the Company, the Investor shall nevertheless continue to have the right to include any Registrable Securities then held by it in any subsequent Registration Statement as may be filed by the Company with respect to offerings of its Common Stock. (v) Notwithstanding the foregoing, the Company shall have no obligations under this Section 2(b) hereof at any time that such Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. If(a) If prior to the second anniversary of the LLC Closing, at the LLC or its successor (the "Company") registers under the Securities Act (a "Proposed Registration") the LLC equity interests or shares of common stock or other securities into which such equity interests have been exchanged in a reorganization (the "Securities") in connection with the initial public offering of such Securities (other than a registration on Form S-4 or any time successor form), the Company shall, on the 91st day after the First Closing Dateeffective date of such registration statement, promptly give the undersigned written notice of such Proposed Registration. The undersigned shall have ten (10) days from its receipt of such notice to deliver to the Company a written request specifying the amount of Securities purchased pursuant to this Subscription Agreement or acquired upon exercise of Warrants purchased pursuant to this Subscription Agreement (including any Securities received in a reorganization) that the undersigned intends to sell (the "Registrable Securities") and the undersigned's intended method of distribution. Upon receipt of such request, the Company shall determine use reasonable commercial efforts to prepare and file with cause all Registrable Securities which the Commission a registration statement relating Company has been requested to an offering for its account or the account of others register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended method of distribution specified in the request of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registeredundersigned; provided, however, that the Company shall not be required have the right, prior to register the date the applicable registration statement becomes effective, to postpone or withdraw any Underlying Shares pursuant Proposed Registration without obligation to this Section 4.18 that are eligible for resale pursuant the undersigned." 4. Subject to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offeringamendment set forth herein, the Company remainder of the Subscription Agreement shall remain in full force and effect. 5. This Amendment may exclude the Underlying Shares if so requested be executed in writing by the lead underwriter two or more counterparts, each of such offering. If less than which shall be deemed an original, but all of the Underlying Shares are required to be excluded, then such cutbacks which together shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on constitute one and the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyinstrument.

Piggyback Registration Rights. If, at any time after the First Closing Date, If the Company shall determine to prepare and file with the Commission a registration statement relating to an offering register for sale for cash any of its Common Stock, for its own account or for the account of others under (other than the Securities Act of the Company’s Common StockPurchasers), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or Form S-8 similar event, or (each as promulgated under the Securities Actiii) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall prohibit the inclusion of shares of Common Stock by selling holders in such registration statement or shall impose a limitation on the number of shares of such Common Stock which may be included in any entity or business or equity such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities issuable whose holders have a contractual, incidental (piggyback) right to include such securities in connection with the stock option or other employee benefit plansregistration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (A) any holder thereof not having any such contractual, incidental registration rights, and (B) any holder thereof having contractual, incidental registration rights subordinate and junior to the Purchasers’ Registrable Shares, the Company shall deliver then be obligated to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement only such limited portion (which may be none) of the Purchasers’ Registrable Shares with respect to which such holder has requested inclusion hereunder. The Company shall promptly give to the Purchasers written notice thereof (and in no event shall such notice be given less than 10 calendar days prior to the filing of such registration statement), and shall include as a Piggyback Registration all or any part of the Underlying Shares that specified in a written request delivered by the Purchaser thereof within 5 calendar days after receipt of such Purchaser requests written notice from the Company. However, the Company may, without the consent of the Purchasers, withdraw such registration statement prior to its becoming effective if the Company or such other stockholders have elected to abandon the proposal to register the securities proposed to be registeredregistered thereby. Registrable Shares means the Conversion Shares and Warrant Shares; provided, however, that the Company shares of Common Stock shall not cease to be required to register Registrable Shares upon any Underlying Shares sale of such shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 (i) a registration statement filed under the Securities Act. Further, in or (ii) Rule 144 promulgated under the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanySecurities Act.

Piggyback Registration Rights. If, at any (a) Each time after the First Closing Date, the Company shall determine determines to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act with respect to any of the Company’s Common Stock, its securities (other than on Form S-4 X-0, X-0 or Form S-8 a registration statement covering solely an employee benefit plan) in connection with the proposed offer and sale for money of any of its securities either for its own account or on behalf of any other security holder, the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities, which notice shall offer to such Holders the opportunity to register the number of shares of Registrable Securities as each Holder may request. Upon the written request of a Holder of any shares of Registrable Securities given within thirty (each as promulgated 30) days after the receipt of such written notice from the Company, the Company agrees to use its best efforts to cause all such Registrable Securities, the Holders of which have so requested registration thereof, to be included in such registration statement and registered under the Securities Act) , all to the extent necessary to permit the sale or their then equivalents relating to equity securities other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. Notwithstanding the foregoing, the Holders of Registrable Securities shall have no such registration rights under this section 2(a) if the managing underwriter of an underwritten public offering advises the Company and the Holders of Registrable Securities in writing that in its good faith judgment that only securities issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, by the Company shall deliver to each Purchaser a written notice of such determination and if, within 15 calendar days after be sold in the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests to be registeredoffering; provided, however, that if securities shall be included in such offering other than those securities to be issued and sold by the Company, then all of the Registrable Securities requested by the Holders to be registered shall be included in the registration statement with respect to such offering before the securities of any other individual or entity. (b) If the registration of which the Company shall not be required gives written notice pursuant to register Section 2(a) is for a public offering involving an underwriting, in whole or in part, the Company agrees to so advise the Holders as a part of its written notice. In such event the right of any Underlying Shares Holder to registration pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities Act. Further, in the event underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a Majority of the Registrable Securities requested to be included in such registration. (c) Notwithstanding any other provision of this Section 2, if the managing underwriter of an underwritten distribution advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities together with any other securities of the Company requested to be registered exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then (i) the number of shares of Registrable Securities and other securities so requested to be included in the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering (except for shares to be issued by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing an offering initiated by the lead underwriter Company, which shall have priority over the shares of Registrable Securities and other securities), and (ii) such offering. If less than all reduced number of the Underlying Shares are required to be excluded, then such cutbacks shares shall be allocated pro-rata first among all participating Holders of Registrable Securities in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities requested to be included in such registration by such Holders and, then, among the Purchasers requesting holders of other securities, in proportion, as nearly as practicable, to the respective number of other securities requested to be includedincluded in such registration by such other holders. In All Registrable Securities and other securities which are excluded from the case underwriting by reason of inclusion the underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in a firm-commitment underwritten offering, such registration and shall be withheld from the Purchasers must sell their Underlying Shares on the same terms set market by the underwriters Holders thereof for shares of Common Stock a period, not to be sold for exceed 120 days, which the account of managing underwriter reasonably determines is necessary to effect the Companyunderwritten public offering.

Piggyback Registration Rights. If(a) After the Company’s Qualified IPO, if (but without any obligation to do so) at any time after and from time to time, the First Closing DateCompany determines to register any of its securities under the Securities Act in connection with the public offering of such securities for cash, either for its own account or for the account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Rule 145 transaction, (iii) a registration in which the only stock being registered is Common Stock issuable upon conversion or debt securities which are also being registered or (iv) any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the registrable securities, the Company will, prior to such filing, give written notice to all Stockholders of its intention to do so, and use its commercially reasonable efforts to include in such registration all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register (which request must be made within ten (10) days of the Company’s notice) under the Securities Act to the extent necessary to permit their sale or other disposition; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 12.1 without obligation to any Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 12.1 (a) is a registered public offering involving an underwriting, the Company shall determine to prepare and file with so advise the Commission Stockholders as a registration statement relating to an offering for its account or the account of others under the Securities Act part of the Company’s Common Stockwritten notice given pursuant to Section 12.1 (a). In such event, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition right of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver Stockholder to each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include its Registrable Shares in such registration statement shall be conditioned upon such Stockholder’s participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, other Holders, and officers or directors distributing their securities through such underwriting) enter into an underwriting agreement as agreed upon between the Company and the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 12.1, if the managing underwriter determines that the inclusion of any or all or any part of the Underlying Shares that such Purchaser requests requested to be registered; provided, however, that registered would adversely affect the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude limit the Underlying number of Registrable Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excludedincluded in the registration and underwriting. The Company shall so advise all Holders requesting registration, then such cutbacks and the number of shares that are entitled to be included in the registration and underwriting shall be allocated pro-(i) first to the Company and (ii) second pro rata among based on the Purchasers requesting number of shares owned (on a fully diluted basis) by each Holder in relation to the total number of shares requested to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set registered (including shares held by the underwriters parties to the Stockholders’ Agreement). No such reduction shall reduce the securities being offered by the Company for shares of Common Stock its own account to be sold for included in the account of registration and the Companyunderwriting.

Piggyback Registration Rights. If, (a) If at any time after the First Closing Datedate of this Agreement, but before expiration of the Term, the Company shall determine proposes to prepare and file with the Commission register (including for this purpose a registration statement relating to an offering effected by the Company for shareholders other than the Holders) any of its account stock or the account of others other securities under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the public offering of such securities solely for cash (other than a registration relating either to the sale of securities to participants in a stock option option, stock purchase or other employee benefit planssimilar plan or to an SEC Rule 145 transaction, or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall deliver to shall, at such time, promptly give each Purchaser a Holder written notice of such determination and if, registration. Upon the written request of each within 15 calendar twenty (20) days after the date of delivery mailing of such notice, notice by the Purchaser (or any permitted successor or assign) shall so request in writingCompany, the Company shall include in such registration statement Holder given all, subject to the provisions of Section 2.5, cause to be registered under the Securities Act all or any part of the Underlying Shares Registrable Securities that each such Purchaser requests Holder has requested to be registered; provided. (b) In connection with any offering involving an underwriting of shares being issued by the Company, however, that the Company shall not be required under Section 2.2(a) to register include any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under of the Registrable Securities Act. Furtherin such underwriting unless the Holders of such Registrable Securities accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the event that opinion of the underwriters, jeopardize the success of the offering by the Company is a firm-commitment underwritten Company. If the total amount of securities, including Registrable Securities, to be included in such offering exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, then the Company may exclude shall include in the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than offering all of the Underlying Shares are required securities to be excludedissued by the Company and that number of securities to be sold by selling shareholders, then such cutbacks including the Holders, which the underwriters believe will not jeopardize the success of the offering. The securities of the selling shareholders to be included in the offering shall be allocated pro-apportioned pro rata among the Purchasers requesting selling shareholders according to the total amount of securities which they are entitled to include in the registration statement, or in such other proportions as shall mutually be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set agreed to by the underwriters for shares of Common Stock to be sold for the account of the Companysuch selling shareholders.

Piggyback Registration Rights. IfThe Company covenants and agrees with the Stockholders and any other holders of the Registrable Securities that if, at any time after within the First Closing Dateperiod commencing from the date hereof, and ending five (5) years thereafter, it proposes to file a Registration Statement, Amendment or Offering Statement, as the case may be (collectively, a "Registration Statement") with respect to any class of security (other than pursuant to a Registration Statement on Forms S-4 or S-8 or any successor form) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of securities, and the Registration Statement to be used may be used for registration of the Registrable Securities, the Company shall determine will give written notice to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act holders of the Company’s Common StockRegistrable Securities at least thirty (30) days prior to the filing of such Registration Statement at the addresses appearing on the records of the Company of its intention to file a Registration Statement, other than on Form S-4 and will offer to include in such Registration Statement, all or Form S-8 any portion of the Shares, and limited, in the case of a Regulation A offering, to the amount of the available exemption. The offer to include the Shares is limited by subparagraphs (each as promulgated under the Securities Acta) or their then equivalents relating to equity securities to be issued solely in connection with and (b) of this Section 2. In any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansevent, the maximum number of Registrable Securities which shall be registered shall not exceed that number for which the Company shall deliver to each Purchaser a has received written notice of such determination and if, requests for inclusion therein within 15 calendar fifteen (15) days after the date giving of delivery of notice by the Company. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to cause to become effective such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares that such Purchaser requests Registration Statement as promptly as practicable. All registrations requested pursuant to be registered; provided, however, that the Company shall not be required this section 2 are referred to register any Underlying Shares herein as "Piggyback Registrations." All Piggyback Registrations pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under 2 will be made solely at the Securities Act. FurtherCompany's expense, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold except for the account of Stockholders' counsel fees and sales commissions incurred if the CompanyRegistrable Securities are sold.

Piggyback Registration Rights. If, at any time after the First Closing Date, (a) If the Company shall determine proposes to prepare and file register any of its warrants, 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 share options or in connection with any employee benefit or similar plan of the Commission 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, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to an offering for such registration to each Investor, which notice shall set forth such Investor's rights under this Section 2.3 and shall offer such Investor the opportunity to include in such registration statement such number of Registrable Securities as such Investor may request. Upon the written request of any Investor made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investor), the Company will use its account or best efforts to effect the account of others registration under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the all Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, that the Company shall deliver has been so requested to register by each Purchaser a written notice of such determination and ifInvestor, within 15 calendar days after to the date of delivery of such notice, extent requisite to permit the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part disposition of the Underlying Shares that such Purchaser requests Registrable Securities so to be registered; provided, however, that the Company shall not be required (A) if such registration involves a Public Offering, each Investor must sell its Registrable Securities to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering underwriters selected by the Company is a firm-commitment underwritten offering, with the Company may exclude the Underlying Shares if so requested in writing by the lead underwriter consent of such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares Investor on the same terms set by and conditions as apply to the underwriters for shares Company and (B) if, at any time after giving written notice of Common Stock its intention to be sold for the account of the Company.register any Registrable Securities pursuant to this /s/ AW /s/ RJ -------- -------- Initials Initials

Piggyback Registration Rights. If(a) If the Registration Statement is not filed on or before the Filing Deadline or not declared effective on or before the Effectiveness Deadline, then if at any time after or from time to time the First Closing DateCompany or Pubco shall determine to register any of its equity securities for its own account in a direct public offering or an underwritten public offering, or for the account of selling security holders in a resale registration (a “Resale Registration”), the Company will, or shall determine cause Pubco to: (i) prior to prepare and file with the Commission a filing of such registration statement relating give to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a Holders written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser thereof; and (or any permitted successor or assignii) shall so request in writing, the Company shall include in such registration statement (and any related qualification under blue sky laws or other compliance), and underwriting, if any, all the Registrable Securities (subject to Rule 415 related cutbacks applied in the Order of Cutbacks ) specified in a written request or any part requests made within thirty (30) days after receipt of the Underlying Shares that such Purchaser requests to be registered; provided, however, that written notice from the Company shall not be required by any Holder. (b) The right of any Holder to register any Underlying Shares registration in an underwritten offering pursuant to this Section 4.18 that are eligible for resale 2.2 shall be conditioned upon such Holder’s participation in any underwritten offering and the inclusion of Registrable Securities in any underwriting to the extent provided herein. If any Holder requests pursuant to Rule 144 under Section 2.2(a)(ii) above to distribute its securities through an underwritten offering, such Holder shall (together with the Securities ActCompany and any other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. FurtherNotwithstanding any other provision of this Section 2, in the event that the offering by the Company is a firm-commitment case of an underwritten offering, if the Company may exclude or Pubco or the Underlying Shares if so requested in writing by the lead managing underwriter of such offering. If less than all determines that marketing factors require a limitation of the Underlying Shares are required number of shares to be excludedunderwritten or registered, then the managing underwriter may limit the Registrable Securities to be included in such cutbacks registration. The Company shall so advise the Holders and the other stockholders distributing their securities through such offering pursuant to piggyback registration rights, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated pro-rata among the Purchasers requesting holders (i) of Common Stock equivalents of Series A Preferred Stock (or shares of common stock of Pubco issued upon the Reverse Merger to be includedthe former holders of Series A Preferred Stock following the automatic conversion thereof immediately prior to the Reverse Merger), and (ii) only after all Common Stock equivalents of Series A Preferred Stock (or all shares of common stock of Pubco issued upon the Reverse Merger to the former holders of Series A Preferred Stock following the automatic conversion thereof immediately prior to the Reverse Merger) have been registered, on a pro rata basis among the Holders and the Designated Holders of Registration Rights Securities (or all shares of common stock of Pubco issued upon the Reverse Merger to the former Designated Holders in exchange for Registration Rights Securities, and, finally, if any allocation remains available for registration after the foregoing, (iii) on a pro rata basis among any other participating securities holders. In the case event the Company or the managing underwriter does determine that marketing factors require a limitation of inclusion in a firm-commitment the number of shares to be underwritten offering(the “Cutback”), the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares such Cutback shall be applied first to reduce, pro rata, holders of Common Stock and common stock equivalents other than preferred stock and Registration Rights Securities (or holders of common stock and common stock equivalents of Pubco who received such common stock and common stock equivalents in exchange for Common Stock and Common Stock equivalents other than preferred stock and Registration Rights Securities pursuant to be sold for the account Reverse Merger) (the foregoing order of cutbacks being referred to herein as the “Order of Cutbacks”). To facilitate the allocation of shares in accordance with the above provisions, the Company, Pubco or the underwriters may round the number of shares allocated to each Holder or other securities holder to the nearest 100 shares. If any Holder or other securities holder disapproves of the Companyterms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company or Pubco and the managing underwriter. If required pursuant to this Section 2.2, any securities excluded or withdrawn from such underwritten offering shall be withdrawn from such registration, and shall not be transferred in a public distribution without the prior written consent of the managing underwriter prior to one-hundred eighty (180) days after the effective date of the registration statement relating thereto. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of such registration, whether or not any Holder has elected to include securities in such registration.

Piggyback Registration Rights. If, at any time after the First Closing Date, (a) If the Company shall determine decides to prepare and file with the Commission a registration statement relating to an offering for register any of its account or the account of others Common Stock under the Securities Act of 1933, as amended (the Company’s Common Stock, other than “Act”) on Form S-4 or Form S-8 (each as promulgated under a form that would be suitable for a registration involving the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansShares, the Company shall deliver to each Purchaser so notify Holder (which shall include, if applicable, a written notice list of such determination and if, within 15 calendar days after the date of delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request jurisdictions in writing, which the Company shall intends to attempt to qualify such securities under the applicable Blue Sky or other state securities laws) and afford Holder an opportunity to include in such registration statement all or any part of the Underlying Shares that issued or reserved for issuance to Holder upon exercise of this Warrant. If Holder desires to include in any such Purchaser requests registration statement all or any part of such Shares, Holder shall, within ten (10) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Shares Holder wishes to include in such registration statement. In the event Holder elects to include its Shares in such registration statement (or any related qualification under Blue Sky laws or other compliance), subject to the terms and conditions of this Section 22, the Company shall include in such registration, and in any underwriting involved therein, the number of Shares specified by Holder. If Holder decides not to include all of the Shares issued or reserved for issuance to Holder upon the exercise of this Warrant in any registration statement thereafter filed by the Company, Holder shall nevertheless continue to have the right to include any such Shares in any subsequent registration statement or registration statements as may be registered; providedfiled by the Company with respect to offerings of its securities, howeverall upon the terms and conditions set forth herein. (b) In connection with any registration under this Section 22 involving an underwriting of shares of the Company’s capital stock, that the Company shall not be required to register any Underlying Shares pursuant to under this Section 4.18 that are eligible for resale pursuant 22 to Rule 144 under include any of the Securities Act. FurtherHolder’s Shares in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the event that underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company is a firm-commitment underwritten offeringCompany. In connection with any other registration under this Section 22, the Company may exclude shall only be required under this Section 22 to include Holder’s Shares in such registration only in such quantity as the Underlying Shares if so requested Board of Directors in writing by good faith determine in their sole discretion will not jeopardize the lead underwriter success of such the offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offeringconnection with this subsection 22(b), the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock Company shall use its reasonable best efforts to be sold for the account of the Company.insure that Holder will be

Piggyback Registration Rights. IfPursuant to a letter agreement between BlueStone and the Company, dated October 29, 1998, Bluestone granted PMS&V a priority with respect to piggyback registration of its shares over other security holders of the Company who have piggyback registration rights, including the shares issuable upon exercise of this Warrant. Subject to the foregoing, in the event the Company at any time after subsequent to the First Closing Date, date hereof and prior to the Company shall determine to prepare and file with Termination Date contemplates the Commission filing of a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than 1933 on Form S-4 S-1, S-2 or Form S-8 (each as promulgated under S-3 for the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition public offering of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansshares of its Common Stock for its own account, the Company shall deliver to each Purchaser a give written notice thereof to the Holder of this Warrant (and/or the Warrant Shares issued upon exercise hereof) at least 30 days prior to the anticipated filing date and, upon the written request of such determination and ifHoxxxx, within 15 calendar days after will, subject to the date consent of delivery the managing underwriter of such noticeoffering, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or statement, at the Company's expense, the number of Warrant Shares requested. Nothing in this Section 5.2 shall be deemed to create any liability on the part of the Underlying Shares that Company to the Holder if the Company, at its sole discretion, should decide not to proceed with the processing of such Purchaser requests to be registered; provided, however, that registration statement after filing and before the registration statement shall become effective. The Company shall not be required under no obligation to register any Underlying Shares pursuant the Holder to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that keep such registration statement current after completion of the offering by the Company is a firm-commitment underwritten offering, the Company may exclude the Underlying underwriters. Any Warrant Shares if so requested in writing not sold by the lead underwriter of Holder pursuant to such offering. If less than all of the Underlying Shares are required to be excluded, then such cutbacks registration statement shall be allocated prode-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Companyregistered.

Piggyback Registration Rights. If, at If (but without any time after the First Closing Date, obligation to do so) the Company shall determine proposes to prepare and file with the Commission register (including for this purpose a registration statement relating to an offering effected by the Company for stockholders.4 other than the Lender) any of its stock, either for its own account or the account of others a security holder or holders, under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the public offering of such securities (other than aregistration relating solely to the sale of securities to participants in a Company stock plan or option agreements, an offering or other employee benefit planssale of securities pursuant to a Form S-4 (or successor form) registration statement, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the "Registrable Securities" as such term is defined below), the Company shall deliver to each Purchaser a shall, at such time, promptly give the Lender written notice of such determination and if, registration. Upon the written request of Lender given within 15 calendar ten (10) days after the date of delivery mailing of such notice, notice by the Purchaser (or any permitted successor or assign) shall so request in writingCompany, the Company shall include in such registration statement shall, subject to the provisions of this Section, cause to be registered under the Securities Act all or any part of the Underlying Shares Registrable Securities that Lender such Purchaser requests Holder has requested to be registered; provided. For purposes of this Section, howeverRegistrable Securities shall mean the Shares of Company common stock issued in connection with this Note, the Conversion Shares that may be issued upon conversion of this Note, and the shares underlying any warrants issued as a result of a default by the Company shall under this Note, to the extent such shares may not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to resold under Rule 144 under the Securities Act. Further, in Act or otherwise without registrationIt shall be a condition precedent to the event that the offering by obligations of the Company is a firm-commitment underwritten offeringto take any action pursuant to this Section with respect to the Registrable Securities of Lender that Lender shall furnish to the Company such information regarding itself, the Company may exclude Registrable Securities held by it, and the Underlying Shares if so requested in writing by the lead underwriter intended method of disposition of such offering. If less than all of the Underlying Shares are securities as shall be required to be excluded, then such cutbacks shall be allocated pro-rata among effect the Purchasers requesting to be included. In the case registration of inclusion in a firm-commitment underwritten offering, the Purchasers must sell their Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the CompanyLender's Registrable Securities.